U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-KSB

                               Annual Report Under
                           Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                            For the fiscal year ended
                                  June 30, 2001

                             Commission file number
                             ----------------------
                                    000-03718

                            FIELDS TECHNOLOGIES, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   11-2050317
                --------                                   ----------
      (State or other jurisdiction                       (IRS Employer
           of incorporation)                           Identification No.)

                     333 Main Street, Park City, Utah 84060
                     --------------------------------------
                    (Address of principal executive offices)

                                 (435) 649-2221
                -------------------------------------------------
              (Registrant's telephone number, including area code)



          AmeriNet Group.com, Inc., 2500 N. Military Trail, Suite 225,
                           Boca Raton, Florida 33431
          -------------------------------------------------------------
          (Former name and former address if changed since last report)

         Securities registered pursuant to Section 12(g) of the Act:

      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------
 Common Stock, $.01 Par Value               Over-the-Counter Bulletin Board

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X]  No [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

         The issuer's  revenues for the six month  transition  priod ending June
30, 2001 and year ended December 31, 2000 were  $1,495,201its most recent fiscal
year were $6,513,142, respectively.

         The aggregate market value of the voting and non-voting  equity held by
non-affiliates  computed by reference  to the price at which  common  equity was
sold, or the average bid and asked price of such common  equity (i.e.,  does not
include directors,  executive officers or ten percent stockholders identified in
Item  11  hereof)  of  the  issuer  as of  October  8,  2001  was  approximately
$6,429,602.

<PAGE>

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                            YEAR ENDED JUNE 30, 2001




                                     PART I

Item 1.     Description of Business...........................................3
Item 2.     Description of Property...........................................9
Item 3.     Legal Proceedings................................................10
Item 4.     Submission of Matters to a Vote of Security Holders..............11


                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters.........11
Item 6.     Management's Discussion and Analysis or Plan of Operation........12
Item 7.     Financial Statements.............................................23
Item 8.     Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure.......................................23


                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control
              Persons; Compliance With Section 16(a) of the Exchange Act.....23
Item 10.    Executive Compensation...........................................25
Item 11.    Security Ownership of Certain Beneficial Owners and Management...27
Item 12.    Certain Relationships and Related Transactions...................28
Item 13.    Exhibits and Reports on Form 8-K.................................29







                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


<PAGE>

Forward-Looking Statements

         This annual report on Form 10-K  contains  forward  looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange Act of 1934. The words or phrases "would be," "will
allow,"  "intends to," "will likely result," "are expected to," "will continue,"
"is anticipated,"  "estimate," "project," or similar expressions are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward  looking  statements as a result of a number
of risks and  uncertainties,  including  the risk  factors  set forth  below and
elsewhere in this report.  See "Risk  Factors" and  Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations."  Statements  made
herein  are as of the date of the  filing of this Form 10-K with the  Securities
and Exchange Commission and should not be relied upon as of any subsequent date.
Unless  otherwise  required  by  applicable  law,  we  do  not  undertake,   and
specifically disclaims any obligation, to update any forward-looking  statements
to reflect  occurrences,  developments,  unanticipated  events or  circumstances
after the date of such statement.


                                     PART I

Item 1. Description of Business

General

We were  incorporated  in the State of  Delaware on December 8, 1964 as Infotec,
Inc.  From  June 20,  1999 to  approximately  June 12,  2001,  we were  known as
Amerinet Group.com, Inc.

On June 13, 2001, we entered into a  Reorganization  Agreement"  with Randall K.
Fields  and  Riverview   Financial   Corporation   (hereafter   referred  to  as
"Reorganization  Agreement"),  whereby we acquired Park City Group,  Inc., which
became our wholly owned subsidiary.  In connection with the Reorganization,  Our
Board of  Directors  resigned and was replaced by the Board of Directors of Park
City Group,  Inc., the  stockholders of Park City Group gained voting control of
our common stock, and we changed our name to Fields Technologies, Inc.

We conduct our operations through, Park City Group, Inc., which was incorporated
in the  State of  Delaware  in May  1990.  Park  City  Group,  Inc.  on April 5,
2001acquired its wholly owned subsidiary, Fresh Market Manager, LLC (FMM), which
is a Limited  Liability  Company  formed in the State of Utah.  Park City Group,
Inc. has conducted its operations since 1990.

Through Park City Group,  Inc., we provide  development,  support and consulting
services through our various software applications identified as "ActionManager"
and "Fresh Market Manager."

Our principal  executive offices are located at 333 Main Street, Park City, Utah
84060.  Our  telephone  number  is  (435)  649-2221.   Our  website  address  is
http://www.fieldstechnologies.com.

We  have  not  been  involved  in  any  bankruptcy,   receivership,  or  similar
proceeding.

                                       3
<PAGE>

Business

Today's business environment has become increasingly competitive, especially the
retail business environment.  Retailers apply technology to three primary areas:
Money, People, and Things. Simply put, there are now technologies for:

     Finance (money)
     Technologies for operations (people)
     Technologies for merchandise (things)

Our  business  offers its  customers  two of these  three  types of  technology:
technology for operations (Action Manager) and technology for merchandise (Fresh
Market Manager).

Our patented  technology is the result of having developed these applications at
Mrs.  Fields  Cookies,  where our President was a co-founder and Chairman of the
Board. Our applications were designed to address the specific problems of retail
operators.  We have designed solutions for users of our systems that are easy to
use, easy to implement, and easy to train.

The critical strength of our products is the artificial  intelligence-like rules
based  technology  that allows our  customers to tailor the  operating  rules to
replicate the expert knowledge and practices of their most successful  managers.
Our rules  based  systems  are  applications  in which the action to be taken is
determined by the rules defined by the user. As such,  our customers who use our
rules  based  systems  determine  what action the system  will  perform  when an
identified  condition  occurs,  usually based on the policies and  procedures or
"rules"  of the  customer's  business  operations.  In this  way,  the  customer
decomposes its business  operation  into different  rules or the way in which it
wants certain conditions or actions to be addressed. In comparison, in non-rules
based systems,  the  applications  perform action as they have been designed and
coded by the vendor, regardless of the action the customer might wish to take.

Action Manager

Our Action Manager  applications are intended to replace costly  paper-based and
manual  processes  with  systems  that   substantially   reduce  time  spent  on
administrative  tasks,  non-productive  (non-selling)  labor  costs,  and excess
headcount in the corporate office.  Our Action Manager  applications  provide an
automated method for managers to plan, schedule,  and administer virtually every
tedious  task  at  store-level.  In  addition  to  automating  the  bulk  of all
administrative processes,  Action Manager also provides the local manager with a
real-time  "dashboard" view of the business,  as well as a "cockpit  management"
type  alert  system to notify  the  manager  when  something  is or is not to be
planned,  and suggests  best  practice  advice as to what course of action to be
taken. By automating a great deal of the "process" and administrative  burden of
management,  Action Manager  technologies  allow  management,  at all levels, to
devote more time to  customer-related  activity  and to improve  their  over-all
planning and decision  making.  The use of the Action Manager  applications  are
intended to result in cost savings and improved  staff and customer focus in the
store.

Our  Action  Manager is a suite of  software  applications  consisting  of three
distinct modules or "workbenches".  Each Action Manager  Workbench  incorporates
our core Action Board technology that allows a multi unit  organization to embed
a company's  "best  practice"  solutions into the system.  ActionBoard  software
automates:

         o        Tactical, routine tasks
         o        Alerts managers to issues that require immediate attention
         o        Gives advice on actions to be taken

As such,  routine processes become automated and less  time-consuming,  allowing
managers  to focus more time on people,  rather  than paper and  processes.  Our
Action Manager  applications  have been designed to overcome the  limitations of
traditionally  used paper and pen or traditionally  used automated  systems.  We
have attempted to provide  highly-functional,  easy-to-use,  scaleable, and cost
effective software applications and related services that automate and integrate
the  management and  information  requirements  of businesses  with multiple and
often geographically dispersed locations or departments.

Our Action Manager applications have been marketed to large, as well as small to
mid-sized retailers with 50 or more locations.  Our Action Manager  applications
are  intended  to provide  functional  benefits to a  company's  employees,  its
managers, and to the company as a whole.

Our Action Manager applications are distributed in two different configurations,
either individually or in the Workbench  configuration.  Existing customers, who
licensed  the  software  by  individual  application,  can  continue  to acquire
applications individually.

The following describes our software workbenches and the individual  workbenches
within them:

ActionBase

ActionBase  provides  a set of  utilities  for menu  creation,  maintenance  and
security.  ActionBase  is designed to  efficiently  and  effectively  manage and
control the software  deployed to remote locations and insure that all locations
have the same consistent interfaces.

ActionBoard

ActionBoard  is a user defined,  rules based,  and  real-time  display of events
requiring immediate  managerial  attention.  ActionBoard provides best practices
advice  to  location  managers  through  the  critical  alerts  process  and the
recommended  action to be taken.  This is  accomplished  by embedding  corporate
rules and practices in an application  that  cross-references  and  consolidates
operating data.

ActionBoard is intended to be used by employees,  managers, and the company as a
whole.  It displays  operational  information  and guides  employee  and manager
action.  ActionBoard  has been  designed  to  provide  the  following  potential
advantages to employees:

         Maintaining employees focus on essential activities and tasks to ensure
         that critical task is not overlooked or delayed

         To  increase  performance  quality  and  consistency

         Improve employee response time and level of contribution

         Spotlighting achievements and successes for management

Information Manager's Workbench

Our Information  Manager's  Workbench  applications are ActionForm,  ActionMail,
CashSheet,    ScoreTracker,    Internet   Mail   Gateway,   Action   Gatekeeper,
ReadyReference,  and  ReportBuilder  which  can  automate  data  collection  and
distribution,  insuring  data  flow  both  to and  from  the  locations  and the
corporate office.

Labor Manager's Workbench

The  Labor  Manager's   Workbench   consists  of  the  applications   Scheduler,
Forecaster,  and  TimeMeter.  These  applications  are  designed  to address the
problems of managing staff and insuring that staff is performing the right tasks
at the right time and in the right place.  Labor  requirements are determined by
analyzing the results  created by the Forecaster and compliance to schedules and
monitoring time punches are provided by the TimeMeter application.

HR Manager's Workbench

The following software applications,  SmartHire, Interactive Tutor, Checkup, and
HRAction,  provide an automated process for personnel selection,  training,  and
retention. These applications are intended to assist managers by automating many
of the time  consuming  tasks that are  associated  with the hiring and training
process.

Fresh Market Manager

Fresh  Market  Manager  is a fully  integrated  system  for deli,  bakery,  food
service,  meat,  seafood and produce  departments.  This  software  enables item
management  and category  analysis by  exception,  with  particular  emphasis on
managing  the  production  areas  within  the  supermarket.  In  addition,  this
application   provides   accurate  cost  of  goods   identification   and  sales
profitability analysis to determine gross profit and net profit by item.

Fresh Market Manager  provides  corporate,  store and  department  managers with
total item information,  providing comprehensive category analysis. Category and
store  department  managers can leverage  this  information  in their attempt to
increase  sales,  decrease  shrinkage,  and improve the  overall  gross  profit.
Combined with automated  production,  management attempts to ensure that variety
and item freshness increase, while overall waste decreases.

Fresh  Market  Manager  automates  the  majority of the  planning,  forecasting,
ordering and administrative  functions  associated with merchandise or products.
Effectively  managing the  merchandise  of a business  requires  solutions  that
address two major concerns.  First, the ability to accurately forecast demand is
essential.  Second,  and equally as problematic,  is the demand for product that
the business has failed to anticipate (lost sales).

Focusing initially on perishable  inventory needs, the applications gather data,
especially in areas where better product delivery based on real demand, can help
eliminate unnecessary waste, and can improve "right product"  availability.  The
applications  will assist in the timely  ordering of materials and provides real
time demand  management  (based on  patented  forecasting  algorithms)  by using
alerting functions. The net intended effect of these applications is to increase
sales (through better product  availability and forecasting) and lower costs (by
reducing excess production, labor and packaging).

Store management may use this software application for:

         o        Assortment  planning  to respond to customer  preferences  for
                  variety and selection within the store
         o        Forecasting,  to attempt to improve sales by anticipating  the
                  expected demand
         o        Production planning, to build produced items efficiently, when
                  they are needed
         o        Item management,  to quickly and accurately enter transactions
                  into the system
         o        Reporting,  to see what  the  business  is doing  now and make
                  decisions based on current information

Corporate  management  may use the Fresh  Market  Manager  software  to  control
detailed data through well-defined information groupings to:

         Determine the product mix for the enterprise at any level of detail

         To create rules that drive production  scheduling to meet the company's
         specific needs

         Apply labor standards for production and for category management

Our Fresh Market Manager applications are Cost Control Monitor,  Demand Forecast
and Production Planner, Inventory Manager, and Alert Advisor.

Cost Control Monitor

This application  assists  supermarket food service  operations with analysis of
data collection and determining the amount of production waste verses throwaways
and markdowns.  According to the International  Deli, Dairy, Bakery Association,
the typical  supermarket food service  operations results in a 2% net loss while
traditional food service operations are accustomed to a 10% net profit.

Demand Forecast and Production Planner

Demand  Forecast and  Production  Planner  offers  functions  that:  (a) deliver
assortment and production  planning;  (b) deliver  corporate  standards for core
items;  (c) provides the ability for managers to select  customer/market  driven
items; and (d) develop a daily production plan based on forecasted  needs.  This
application is intended to assist an organization in making the right product in
the right quantity to improve the  profitability  of the perishable  business by
effective production planning and accurate assortment planning.

Inventory Manager

Inventory  Manager  provides  cost control and  inventory  management as well as
computer-assisted  orders and  receiving  and  actual  cost of goods by item and
category.  Inventory  Manager is intended to address the needs of  businesses to
control the cost of inventory and for ways to reduce the amount of inventory and
minimize costs.

Alert Advisor

Alert Advisor delivers  real-time  demand  monitoring,  exception  reporting and
real-time  category  management  with  alerts that keep  managers  informed on a
real-time basis.


CONSULTING SERVICES

We  provide  consulting   services  ranging  from  accelerated   implementations
(consultation  support in  conjunction  with the customer's  staff),  to project
level  advisory  consulting.  Focused  primarily  on the  implementation  of the
ActionManager and Fresh Market Manager  applications,  the professional services
consultants assist customers in decision-making and implementing the software.

Accelerated Implementation Strategy

Using  experience and industry  expertise,  our team focuses on identifying  the
company's  mission,   crucial  business  elements  within  the  client  company,
developing a rapid  implementation  program,  and  providing  the customer  with
continued assistance.

The elements of this strategy include:

         o        On-site   support   for    pre-implementation    analysis   of
                  requirements o Consultants  to augment the customer's  project
                  team

         o        Defined project plans with timelines  created to meet customer
                  requirements

         o        On-site support for installation and verification

         o        Completion and delivery of  post-implementation  and return on
                  investment analysis

Implementation  Assistance  Services We also provide  services to our  customers
including:

         o        Project management and consulting support for customer project
                  teams o Business rule recommendations and tailoring

         o        Technical systems analysis, assessment and configuration

         o        On-site training and educational services Dependence on One or
                  a Few Customers

         Our business in not  dependent  upon one or a few  customers.  However,
there are no assurances that we will not become so dependent in the future.

Marketing and Sales

         We employ three  marketing  and eight sales  personnel.  Our  marketing
personnel are responsible for determining the functionality of our applications,
competitive product knowledge,  and product information  provided to the public.
Our sales personnel are  responsible  for identifying  sales prospects and sales
activities. In addition, a combination of our sales and marketing management are
responsible for identifying and negotiating with potential  strategic  partners,
as well as working  with our  existing  strategic  partners.  We will seek third
parties to market and  distribute  our  applications  in other  segment  markets
outside  of the our  primary  retail  market.  We  intend  to have  third  party
strategic  partners provide market expertise by tailoring our  ActionManager and
Fresh Market Manager  applications to meet the specific needs of certain markets
such as the energy market.

Patents and Proprietary Rights

         Our  policy  is  to  seek  patent   protection  for  all  developments,
inventions and  improvements  that are patentable and which have potential value
to  the  Company  and  to  protect  as  trade  secrets  other  confidential  and
proprietary  information.  We  intend  to  vigorously  defend  our  intellectual
property rights to the extent our resources permit.

         We own or control eight U.S. patents, eight U.S. trademarks and 37 U.S.
copyrights relating to our software technology. We have 14 international patents
and patent applications  pending. The patents referred to above are continuously
reviewed and renewed as their expiration dates come due.

         Our future  success  may depend upon the  strength of our  intellectual
property.  Although we believe that the scope of our patents/patent applications
are  sufficiently  broad to  prevent  competitors  from  introducing  devices of
similar  novelty and design to compete  with our current  products and that such
patents and patent applications are or will be valid and enforceable,  there are
no  assurances  that if such  patents  are  challenged,  this  belief will prove
correct. In addition, patent applications filed in foreign countries and patents
granted in such  countries  are  subject to laws,  rules and  procedures,  which
differ  from  those in the  U.S.  Patent  protection  in such  countries  may be
different  from  patent  protection  provided  by  U.S.  laws  and may not be as
favorable to us. We plan to timely file  international  patents in all countries
in which we seek market share.

         We are not aware of any patent infringement claims against us; however,
there are no  assurances  that  litigation to enforce  patents  issued to us, to
protect  proprietary  information  owned by us, or to defend against our alleged
infringement of the rights of others will not occur.  Should any such litigation
occur, we may incur significant  litigation costs, our resources may be diverted
from other planned activities,  and result in a materially adverse effect on our
results of operations and financial condition.

Government Regulation and Approval

         Our  compliance  with  governmental   regulations  is  limited  to  our
compliance with patent,  copyright,  and trademark.  We rely on a combination of
patent, copyright,  trademark, and other laws to protect our proprietary rights.
There are no assurances that our attempted  compliance with patent,  copyrights,
trademark or other laws will adequately  protect our proprietary  rights or that
we will have adequate remedies for any breach of our trade secrets. In addition,
should we fail to  adequately  comply with laws  pertaining  to our  proprietary
protection, we may incur additional regulatory compliance costs.

Cost of Compliance With Environmental Laws

         We  currently   have  no  costs   associated   with   compliance   with
environmental regulations. We do not anticipate any future costs associated with
environmental  compliance;  however,  there can be no assurance that we will not
incur such costs in the future.

Research and Development

         The industry is  characterized by rapid changes in products and process
technologies. As such, we must continually improve our existing and new products
and  process  technologies  in a  cost-effective  manner  to meet  ever-changing
consumer requirements and emerging industry standards.  If we fail to do so, our
financial  condition,  operations,  and  operating  results  may  be  negatively
impacted. Our research and development expenditures over the past six months and
the two prior calander years have been:

Year                              Amount             Percent of Revenues
-----                             ------             -------------------
Six months ended 6/30/01       $    289,537                19.4%
2000                           $  1,035,926                15.9%
1999                           $    878,064                16.8%

         In addition,  we expended $654,957 during the six months ended June 30,
2001 after the Action  Manager and Fresh  Market  Manager  revisions  and the 4x
operating platform reached feasibility which costs have been capitalized.

         Research and  development  expenses  primarily  consist of salaries and
related costs of employees,  consultants,  and subcontractors engaged in ongoing
research,   design  and   development,   coding  and  testing  of  our  software
applications.

Reports to Security Holders

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934. Accordingly,  we file annual,  quarterly and other reports
and information  with the Securities and Exchange  Commission.  You may read and
copy these reports and other  information we file at the Securities and Exchange
Commission's public reference rooms in Washington,  D.C. and Chicago,  Illinois.
Our filings are also available to the public from commercial  document retrieval
services and the Internet  world wide website  maintained by the  Securities and
Exchange Commission at www.sec.gov.

Employees

         As of October 8, 2001,  we employed 52 employees  including 18 software
developers  and  programmers,   12  sales,   marketing  and  account  management
employees,  12 software  service and support  employees  and 10  accounting  and
administrative  employees.  All but two of these employees work for us on a full
time basis. We do expect to add additional  employees during the next 12 months.
Our employees are not  represented by any labor union. We believe that relations
with our employees are good.

Item 2. Description of Properties

         The principal place of our business operations is 333 Main Street, Park
City,  Utah. We lease  approximately  14,050 square feet at this  location.  The
facilities  consist primarily of office and storage areas and are leased from an
unrelated third party at an annual rental rate of $221,787 per year,  subject to
a 4% annual  cost of living  increase.  Prior to April 5, 2001 (the date FMM was
acquired) FMM was sharing 25% of the  facilities  rental cost pursuant to a cost
sharing arrangement.  The property is sufficient for our business operations for
the foreseeable  future. A new lease was renegotiated and executed  February 28,
2001 to commence on January 1, 2001 and expires December 31, 2003.

Item 3. Legal Proceedings

As of June 30, 2001, we are involved in the following litigation:

1.       Decision  One  Corporation  v. Park City Group,  Inc.  (Third  Judicial
         District Court in Summit County,  Utah, Case No. 000600258DC,  filed on
         August 24, 2000).  The complaint seeks recovery of a debt in the amount
         of approximately  $15,500 for "merchandise/and or services purchased or
         rendered  on behalf of us by  Decision  One  between  March 1, 1998 and
         February 1, 1999,  together  with  interest and costs." We timely filed
         our answer to the  Complaint,  we believe  the  plaintiff's  claims are
         without  merit  and we have  been  vigorously  defending  this  action.
         Presently,  the  parties are engaged in  settlement  negotiations,  the
         outcome of which cannot reasonably be predicted at this time.

2.       3Com  Corporation  v.  Park  City  Group,  Inc.,  (Santa  Clara  County
         (California)  Superior  Court,  Case No. CV  799017,  filed on June 14,
         2001). A civil action was filed by 3Com Corporation  against us seeking
         to recover certain amounts claimed to be due on a promissory  note. The
         Plaintiff  alleges  that the note is in  default  and seeks  damages of
         $250,000  plus  interest  and  attorneys  fees.  We  believe  that  the
         Plaintiff's  claims  are  without  merit  and we have  been  vigorously
         defending  this  lawsuit.  We have asserted  several  defenses and have
         filed a cross-complaint for breach of contract, unjust enrichment,  and
         fraud. Because this case is in the very early stages of litigation, our
         counsel is unable to predict the ultimate resolution of the case or our
         liability,  if any,  in  connection  therewith.  Should  we  lose  this
         lawsuit,  and be required to pay the damages the  Plaintiff is seeking,
         our financial condition would be materially and adversely affected.

3.       On October 1, 2001 and October 2, 2001,  we received  "demand  letters"
         from  two  shareholders   threatening  litigation  unless  their  prior
         investments in our stock are rescinded.

         The first  demand  letter  was  issued on October 1, 2001 by The Yankee
         Companies,  Inc.  ("Yankee Group"),  an "investor  relations" firm. The
         Yankee Group has  threatened to initiate  "derivative  and class action
         lawsuits,  as well as other  judicial  and  regulatory  actions"  if we
         refuse to seek rescission of our acquisition of Park City Group,  Inc.,
         and  the   entire   private   placement   related   thereto   (totaling
         approximately $2,040,000 consisting of cash collected and subscriptions
         receivable.  The Yankee Group has asserted that Park City Group,  Inc.,
         made material  misrepresentations and omissions to Fields Technologies,
         Inc. (then  operating as AmeriNet  Group.com,  Inc.) in connection with
         that acquisition and related private placement.

         The  second   "demand   letter"  was  issued  on  October  2,  2001  by
         shareholder,  Debra  Elenson  ("Elenson").  Elenson  alleges  that  she
         purchased  750,000  of  the  Company's  common  stock  for a  total  of
         $127,500,  based  on  material  misrepresentations  concerning  the our
         financial position.

         Both the Yankee Group,  and Elenson,  have  primarily  alleged  various
         deficiencies  in our audited  financial  statements  for the year ended
         December 31, 2000,  as well as in our  unaudited,  pro-forma  financial
         statements  for the period  ended  March 31,  2001.  Presently,  we are
         investigating  this matter. We believe that the allegations made by the
         Yankee  Group and Elenson are  meritless,  and we intend to  vigorously
         defend any lawsuit  brought by these  parties.  We also believe that we
         have  appropriate  defenses  and  counter-claims  to raise  against the
         Yankee Group, and their affiliates,  based on fraud, unjust enrichment,
         breach of contract,  tortuous interference,  as well as other legal and
         equitable claims.

         However,  because no lawsuits have actually been initiated by either of
         these  parties,  we are  unable  to  reasonably  predict  the  ultimate
         resolution  of these  claims or our  liability,  if any, in  connection
         therewith. Should a derivative or class action lawsuit be filed against
         us by the  Yankee  Group  and/or  Elenson,  we  would  have  to  expend
         substantial  resources  to defend  such  actions,  which  could  have a
         materially adverse affect on our operations and financial condition. In
         addition, if we were to lose such a lawsuit, and if we were required to
         rescind  the Park City  Group,  Inc.,  acquisition  and/or the  related
         private  placement,  the  impact of such an  outcome  could also have a
         materially negative impact on our operations and financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of our security  holders during the
six months ended June 30, 2001.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Dividend Policy

         To date, we have not paid dividends on our common stock. The payment of
dividends,  if any, is within the  discretion  of the Board and will depend upon
our  earnings,  our capital  requirements  and  financial  condition,  and other
relevant  factors.  See  "Management's  Discussion  and  Analysis  of  Financial
Condition  and Results of  Operation."  The Board does not intend to declare any
dividends in the foreseeable future, but instead intends to retain all earnings,
if any, for use in our operations.

Share Price History

         Our common stock (the "Common Stock") is traded in the over-the-counter
market in what is commonly  referred  to as the  "Electronic"  or "OTC  Bulletin
Board" or the "OTCBB" under the trading symbol  "FLDT.OB."  The following  table
sets forth the high and low bid  information of the Common Stock for the periods
indicated.  The price  information  contained in the table was obtained from IDD
Information  Services,  Inc. and other sources we consider  reliable.  Note that
such  over-the-counter  market quotations reflect inter-dealer  prices,  without
retail  mark-up,  markdown or commission and the quotations may not  necessarily
represent actual transactions in the Common Stock.

                  Quarter Ended                     Low              High
                  -------------                     ---              ----
                  2000
                  ----
                  September 30...............       $0.375           $4.125
                  December 31................       $1.062           $2.750
                  March 31...................       $1.062           $2.156
                  June 30....................       $0.375           $2.062

                  2001
                  ----
                  September 30...............       $0.343           $1.093
                  December 31................       $0.170           $0.670
                  March 31...................       $0.160           $0.600
                  June 30....................       $0.210           $0.530

Holders of Record

         At October 8, 2001, there were approximately 2,298 holders of record of
our Common Stock. The number of holders of record was calculated by reference to
our stock transfer agent's books.

Issuance of Securities

         During the period July 1, 2000 through the date of our  reorganization,
June 13, 2001, AmeriNet Group.com,  Inc. ("AmeriNet") (the predecessor to Fields
Technologies, Inc.) issued shares of common stock as follows:

         AmeriNet   issued   196,073   shares  of  preferred   stock  for  sash,
liabilities, debt and services aggregating in the amount of $1,488,227.

         AmeriNet  converted  442,783  shares of  preferred  stock to  8,855,660
shares of common stock.

         AmerNet  issued  6,700,145  shares of common stock for cash,  services,
liabilities and debt aggregating in the amount of $1,656,536.

         AmeriNet   issued   9,000,000   shar4es  of  its  common  stock  for  a
subscription receivable of $1,530,000.

         AmeriNet issued  3,122,995  shares of common stock from the exercise of
stock options.

         AmeriNet  retired  505,380  shares  of its  common  stock  for  cash of
$131,599.

         AmeriNet  recorded expense of $233,043 and deferred stock  compensation
of $92,873.

         AmeriNet  satisfied  liabilities  and  debt  with the  distribution  of
certain  assets and  investments  through the  issuance of 14,352  shares of its
common stock.

         In connection with our reorganization, a total of 109,623,600 shares of
our  common  stock were  issued to  shareholders  of Park City  Group,  Inc.  in
exchange for their shares of common stock of that company.

         Subsequent to June 13, 2001,  shares of our common stock were issued as
follows:

         In  June  2001,   352,941   shares  of  common  stock  were  issued  in
satisfaction  of  certain  debt  valued in total at  $134,118  based on the fair
market value of the shares issued.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

         The following  discussion  and analysis  provides  information  that we
believe is relevant  to an  assessment  and  understanding  of our  consolidated
results of operations and financial condition. The terms "Company",  "we", "our"
or "us"  are used in this  discussion  to refer  to  Fields  Technologies,  Inc.
(formerly AmeriNet Group.com,  Inc.) and its wholly owned subsidiary,  Park City
Group, Inc. along with Park City Group,  Inc.'s wholly owned  subsidiary,  Fresh
Market Manager,  LLC, on a consolidated  basis, except where the context clearly
indicates otherwise.

         Due to the  reorganization  of Park City Group,  Inc.  and Fresh Market
Manager LLC with Fields Technologies,  Inc., the information  presented here and
in the consolidated financial statements included elsewhere in this document are
as of  December  31,  2000 and 1999 and the years then ended along with June 30,
2001 and 1999 and the six months then ended.  Park City  Group,  Inc.  and Fresh
Market Manager LLC had December 31 year ends;  Fields  Technologies,  Inc. had a
June 30 year end. In conjunction  with the  reorganization,  which was accounted
for as a reverse acquisition, a June 30 year end was retained for all entities.

Overview

         Our  principal  business  is the  design,  development,  marketing  and
support of our  proprietary  software  products.  These  software  products  are
designed to be used in retail businesses having multiple  locations by assisting
individual store locations and corporate management with managing daily business
operations and communicating results of those operations in a timely manner.

         In accordance with U.S. generally accepted  accounting  principles,  we
have expensed all software  development  costs as incurred  through December 31,
2000 with our software having been viewed as an evolving product. During January
2001,  technological  feasibility  of a major revision to our Action Manager and
Fresh Market Manager software and our 4x operating platform was established.  In
accordance with U.S. generally accepted accounting principles, development costs
incurred  from January 2001  through June 30, 2001,  totaling  $654,957 has been
capitalized.  These  costs will be  amortized  on a  straight-line  basis over a
period of four years.  Amortization  will begin when the products are  available
for general release to the public, which is anticipated in approximately January
2002.  In addition,  our  consolidated  balance sheet does not reflect any value
attributable  to intellectual  property,  the cost of which has been expensed as
incurred.  To date,  development and  intellectual  property  expenditures  have
resulted in the  development of 20 different  applications of the Action Manager
software and different  applications of Fresh Market Manager software along with
five  granted  software  patents and three  patent  applications  with  numerous
separate  trademarks and copyrights.  Through June 30, 2001, we have accumulated
consolidated losses totaling $8,088,808 which includes  consolidated net loss of
$629,632 for the six months ended June 30, 2001 and  consolidated  net income of
$1,394,406  for the year ended  December 31, 2000. The net loss through June 30,
2001 consisted of  consolidated  operating  loss of $554,351,  with net interest
expense of $353,576 and an extraordinary  gain on the forgiveness of debt in the
amount of $278,295  resulting from the acquisition of Fresh Market Manager,  LLC
and the discharge of indebtedness from note holders of FMM.

         We  plan  to  actively  market  our  current  software   products  both
domestically  and  internationally.  We also  intend  to  enhance  our  existing
software products and develop new software  applications to augment our existing
portfolio  of  products.   In  addition,  we  are  actively  pursuing  potential
acquisitions  of existing  technologies  and businesses that are compatible with
our existing business operations and products.

Management Discussion and Analysis

Financial Position

         We had  $218,482  in cash and  cash  equivalents  as of June  30,  2001
compared  with  $1,099,242  at December  31,  2000,  representing  a decrease of
$880,760.  This  decrease in cash for the six months ended June 30, 2001 relates
principally  to a reduction  in revenues and  increases  in operating  expenses,
including reorganization and professional costs.

         Working  capital deficit as of June 30, 2001 increased to $3,483,012 as
compared to $232,096 at December 31, 2000.  The increase in the working  capital
deficit for the six months ended June 30, 2001 is principally  attributable  to:
(i) a decrease in net cash provided by operating activities; (ii) an increase in
the amount of the obligation on the line of credit; (iii) the current portion of
the long-term debt associated  with the acquisition by Park City Group,  Inc. of
Fresh Market  Manager,  LLC during the period;  (iv) reduction in the receivable
from related parties,  also due to the acquisition of Fresh Market Manager,  LLC
by Park City Group,  Inc.;  and (v) an increase in accounts  payable  consisting
principally of professional  costs incurred  related to the reverse  acquisition
transaction.

Six Months Ended June 30, 2001 and 2000

         During the six months  ended June 30,  2001,  we had total  revenues of
$1,495,201  compared to $4,343,301  for the six months ended June 30, 2000.  The
difference in these total revenue amounts is principally attributable to: (a) we
have  historically  experienced  seasonal revenue  fluctuations,  with generally
lower revenues during the first six months of any given year; and (b) During the
six months ended June 30, 2000 we recognized a significant  amount of additional
software  license and  consulting  revenue from one customer  related to a sales
agreement  entered into in a previous  period for which the revenue  recognition
was deferred until the six months ended June 30, 2000 when the related  services
were performed and our revenue  recognition  policy had been met. During the six
months ended June 30, 2001,  deferred  revenue had increased from  $1,294,773 at
December 31, 2000 to $1,535,742 at June 30, 2001.

         Research  and  development  expenses  for the six months ended June 30,
2001 were $289,537 compared with $759,377 during the comparable six month period
ended June 30,  2000.  The  reduction in expense is  primarily  attributable  to
$654,957 of software development costs associated with significant  revisions to
our Action  Manager  and Fresh  Market  Manager  products  and the 4x  operating
platform that were determined to be technologically feasible in January 2001 and
that were  capitalized in accordance  with U.S.  generally  accepted  accounting
principles  as  previously   discussed.   No  software  development  costs  were
capitalized during the six months ended June 30, 2000. Overall software research
and  development  cost increased  during the six months ended June 30, 2001 when
compared  to the  comparable  six months of the prior year due to these  related
costs have been incurred by Fresh Market Manager which were recognized after its
acquisition in April 2001.

         Sales and marketing expenses of $556,534 incurred during the six months
ended June 30, 2001compared with $524,917 during the comparable six month period
ended June 30, 2000 were relatively comparable.

         Selling,  general and administrative  expenses for the six months ended
June 30, 2001 were $292,723 compared with $269,045 for the six months ended June
30, 2000 which amounts are also relatively comparable.

         Reorganization  professional expenses totaling $420,970 incurred during
the six months ended June 30, 2001 relate  principally to legal,  accounting and
other associated expenses regarding the reverse acquisition  transaction between
Fields  Technologies,  Inc.  (formerly AmeriNet  Group.com,  Inc.) and Park City
Group, Inc. Such  professional  expenses for the six month period ended June 30,
2000 were $89, 555.

         Net  interest  expense  for the six  months  ended  June  30,  2001 was
$353,576  compared to $92,712 for the six months  ended June 30,  2000.  The net
interest  expense   increase  is  attributable   principally  to:  (i)  interest
associated  with  the  debt  acquired  during  the 2001  period  related  to the
acquisition of Fresh Market Manager, LLC; (ii) additional interest related to an
increase in the  average  outstanding  balance on the line of credit  during the
2001  period;  and (iii)  interest  related to an increase in the balance of the
obligations due to our principal shareholder.

         Upon the  acquisition of the member  interest of Fresh Market  Manager,
LLC by Park City  Group,  Inc.  in April  2001,  certain  principal  and related
accrued  interest  was  discharged.  Of the  total  accrued  interest  forgiven,
$278,295  related to interest due to an unrelated  party and has been  reflected
separately  as a gain on the  forgiveness  of debt  during the six month  period
ended June 30,  2001.  No such gain was  recognized  during the  comparable  six
months ended June 30, 2000.

Years Ended December 31, 2000 and 1999

         During  the year ended  December  31,  2000,  Park City Group had total
revenues of $6,513,142, compared with total revenues of $5,231,097 for the prior
year.  Our operating  revenues for the year ended December 31, 2000 consisted of
$2,115,545 in software license fees, $2,066,523 in maintenance and support fees,
$769,074 in consulting and other fees and $1,562,000 in development and software
enhancement  fees.  Our operating  revenues for the year ended December 31, 1999
consisted of $2,321,655 in software license fees,  $2,403,287 in maintenance and
support fees and $506,155 in consulting and other fees. The decrease in software
license fee revenues in 2000  compared  with 1999 is  attributable  to a general
reduction in our sales and  marketing  effort while at the same time  completing
remaining  performance  requirements  for  existing  customers.  The decrease in
maintenance  and support fees in 2000 compared with 1999 is  attributable to the
normal  reduction in  maintenance  contracts for older  existing  customers with
fewer new maintenance contracts  attributable to the decrease in the sale of new
software  licenses.  Deferred revenue totaling  $1,294,773 at December 31, 2000,
consists  primarily of revenue from  maintenance  and support  contracts.  These
contracts  generally  have terms of twelve  months that extend beyond the end of
the period being reported for financial  statement  purposes.  Revenues on those
contracts are recognized as the term of the agreement progresses.

         Research and  development  expenses were  $1,035,926 for the year ended
December 31, 2000,  compared with $878,064 for the prior year.  Our research and
development efforts during 2000 focused on regular  enhancements to the existing
software products along with work on the development of the new 4x and the Fresh
Market Manager products that were not determined to be technologically  feasible
until January 2001. Our research and development  efforts during 1999 focused on
the initial  development of the 4x and Fresh Market Manager products in addition
to the regular  enhancements  of existing  software  products.  The  increase in
research  and  development  expenses  resulted  primarily  from the  addition of
development  personnel to produce the 4x and Fresh Market Manager products along
with related employment and other overhead costs.

         Sales and marketing  expenses were $912,109 for the year ended December
31, 2000,  compared to  $1,115,543  for the prior year.  The  decrease  resulted
primarily  from a  reduction  in the  number of trade  shows we  attended  and a
reduction in sales and marketing personnel and related travel and other costs.

         General and  administrative  expenses  were $825,495 for the year ended
December 31, 2000,  compared to $1,042,948  for the prior year.  The general and
administrative  expenses decrease resulted primarily from a reduction in general
and   administrative   personnel   and   related   costs   while   consolidating
responsibilities and resources.

         Professional  expenses  for the  year  ended  December  31,  2000  were
$145,347  compared  with  $296,334 for the year ended  December 31, 1999.  These
costs  consisted  principally of legal and accounting fees related to our normal
business  activities.  The costs were higher in 1999 due to legal costs incurred
related to special  issues  related to customer  contracts  and several  dispute
resolutions.

         Interest  expense for the year ended  December  31,  2000 was  $194,044
compared  with  $178,292 for the year ended  December 31, 1999.  The increase is
primarily  attributable  to an  increase  in  interest  rates on loans  from our
majority shareholder and additional interest attributable to and increase in the
outstanding  balances on those  obligations  during the year ended  December 31,
2000.

Liquidity and Capital Resources

         To date, we have financed our operations  principally through operating
revenues  from  software  licensing,  maintenance  and support,  consulting  and
related  services along with short term bank  borrowings,  loans from a majority
shareholder  and more  recently,  private  placements of equity  securities.  We
generated $58,782 in net cash provided through  financing  activities during the
six  months  ended June 30,  2001,  compared  with  $418,778  used in  financing
activities  during the year ended December 31, 2000. During the six months ended
June 30, 2001,  we used  $492,013 of net cash in investing  activities  compared
with  $181,789 of net cash used in  investing  activities  during the year ended
December 31, 2000. We used $447,529 of net cash in operating  activities  during
the six months ended June 30, 2001  compared  with $560,982 of net cash provided
by operating  activities during the year ended December 31, 2000. As of June 30,
2001,  we had  cash and cash  equivalents  amounting  to  $218,482  compared  to
$1,099,2425 on December 31, 2000.  Total current  assets  totaled  $1,179,574 at
June 30, 2001 compared with $2,070,357 at December 31, 2000. Current liabilities
totaled  $4,662,586 on June 30, 2001  compared  with  $2,302,453 on December 31,
2000. As such,  these amounts  represent an overall  increase in working capital
deficit.  These  increases in working capital  deficit,  which equate to reduced
working capital,  are largely due to decreases in net cash provided by operating
activities and an overall increase is short term indebtedness.

         Our working capital and other capital  requirements for the foreseeable
future will vary based upon a number of factors,  including:  (i) changes in the
software industry and environment which may require additional  modifications to
our software and platforms;  (ii) the pace at which our products are accepted by
and sold into the market and the related sales effort and support  requirements,
and (iii) changes in existing financing  arrangements.  We intend to investigate
opportunities to expand into compatible businesses through possible acquisitions
or alliances. In addition, there may be unanticipated additional working capital
and other capital  requirements to consummate such  transactions and oversee the
related operations.

         At June 30,  2001,  we had had not  committed  any  funds  for  capital
expenditures. We have committed to spend $10,892 in operating lease payments for
physical  facilities  during the  remainder of 2001 and $230,655 and $239,882 in
lease   payment  for  those  same  physical   facilities   for  2002  and  2003,
respectively.  In addition, at June 30, 2001, we had outstanding certain capital
lease obligations  related to certain equipment.  We are obligated to pay $7,209
during the  remainder of 2001 and $3,840  during 2002  related to those  capital
leases.  At June 30, 2001, we had debt obligations  outstanding in the principal
amounts of  $6,625,313  plus  accrued  interest.  These  loans bear  interest at
various rates between six percent per annum and 17.4 percent per annum. Of these
outstanding  debt  obligations,  a total of $3,260,714 plus accrued  interest is
payable to our majority shareholder,  Riverview Financial Corp. In addition, and
in connection with the acquisition of the 100% interest in Fresh Market Manager,
LLC, we have an  obligation  to pay  $2,750,000  to Cooper  Capital,  LLC.  This
obligation is payable in  installments  of $1,000,000 on or before  December 31,
2001,  $500,000 on June 20, 2002 and the  remaining  $1,250,000  on December 20,
2002.  Interest on this loan accrues at a rate of 10% on any unpaid  balance and
is payable monthly.  In addition to the generation of net income from operations
to finance our operations and satisfy debt  obligations,  we expect that we will
also  require  additional  capital  infusions  to be derived from debt or equity
financings.

         As of October 8, 2001, we had outstanding stock options and warrants to
sell 1,011,073  shares of common stock with exercise prices varying from $.04 to
$1.44 per share.  All of the options and warrants are fully vested at October 8,
2001. The exercise of all of these outstanding options and warrants would result
in an equity  infusion  of  $855,504.  There is no  assurance  that any of these
options or warrants will be exercised.

Acquisition of Fresh Market Manager, LLC

         In April 2001, Park City Group,  Inc. entered into an agreement wherein
100% of the ownership  interest of Fresh Market  Manager,  LLC (formerly  Cooper
Fields,  LLC) was acquired  from its members for  $3,750,000.  The payment terms
provided for $1,000,000 which was paid at closing with the remaining  $2,750,000
evidenced  by a  promissory  note of  $1,000,000  payable on December  20, 2001,
$500,000  payable  on June 20,  2002 with the  remaining  $1,250,000  payable on
December 20, 2002.  This note bears  interest at a rate of 10% on the  remaining
unpaid balance and is payable  monthly  beginning  April 10, 2001.  This note is
guaranteed by Fresh Market Manager,  LLC,  Riverview  Financial Corp. Randall K.
Fields and William  Dunlavy.  In  addition,  certain  shares of our common stock
owned by Riverview Financial Corp. were pledged as security or are being held in
escrow as  additional  collateral  along with a 50%  interest  in a  condominium
property owned by Randall K. Fields.

Inflation

         We do not  expect  the  impact of  inflation  on our  operations  to be
significant.

Risk Factors

         In  addition  to the risks set forth  above,  we are subject to certain
other risk factors due to the  organization  and structure of the business,  the
industry  in which we  compete  and the  nature of our  operations.  These  risk
factors include the following:

Risk Factors Related To The Company's Operations

Our future  marketing  strategy  involves an emphasis on sales activities on our
Fresh Market Manager applications; if our marketing strategy fails, our revenues
and operations  will be negatively  affected.  We plan to concentrate our future
sales efforts  towards  marketing the Fresh Market Manager  applications.  These
applications  are  designed  to be  highly  flexible  so that  they  can work in
multiple retail and supplier  environments  such as grocery stores,  convenience
stores, quick service restaurants, and route-based delivery environments.  There
is  no  assurance   that  the  public  will  accept  the  Fresh  Market  Manager
applications  in proportion to our increased  marketing of this product line. We
may face significant competition that may negatively affect demand for our Fresh
Market  Manager   applications,   including  the  public's  preference  for  our
competitor's  new product  releases or updates over our releases or updates.  If
our Fresh Market Manager applications  marketing strategy fails, we will need to
refocus our marketing strategy to our other product offerings,  which could lead
to increased marketing costs,  delayed revenue streams, and otherwise negatively
affect our operations.

Because we are  changing  the  emphasis of our sales  activities  from an annual
license fee structure to a monthly fee structure, our revenues may be negatively
affected.  Historically,  we offered the Action Manager applications and related
maintenance  contracts to new customers on a one-time up front license  strategy
and  provided an option for  annually  renewing  their  maintenance  agreements.
Because our licensing fee approach was subject to inconsistent and unpredictable
revenues,  we now offer  prospective  customers  an option for  licensing  these
products. Our customers may now choose to acquire the software in an Application
Solution  Provider  basis,  resulting in monthly charges for use of our software
products and maintenance fees.

Our  conversion  from a  one-time  licensing  strategy  to a  monthly-based  fee
structure is subject to the following risks: o Our customers may prefer one-time
fees rather than  monthly  fees o Because  public  awareness  pertaining  to our
Application  Solution  Provider  services  will be  delayed  until we begin  our
marketing campaign to promote those services, our revenues may decrease over the
short term o There maybe a threshold  level  (number of  locations) at which the
monthly based fee  structure may not be economical to the customer  leading to a
customer request to convert from monthly fees to an annual fee

If the recent  industry  wide  downturn in the market for  Application  Solution
Provider  services  continues,  our sales of those  services  may be  negatively
impacted.  The  Application  Solution  Provider  services  market  has  recently
experienced  an industry wide decline.  We cannot  predict  whether and how long
this decline will continue.  Accordingly, any such continued market decline will
negatively affect our revenues.

We face competition from competing and emerging technologies that may affect our
profitability.  The markets for our type of  software  products  and that of our
competitors  are  characterized  by: o  Development  of new  software,  software
solutions,  or  enhancements  that are  subject  to  constant  change o  Rapidly
evolving technological change o Unanticipated changes in customer needs

Because these  markets are subject to such rapid  change,  the life cycle of our
products  are  difficult  to predict;  accordingly,  we are subject to following
risks:

         o        Whether or how we will respond to  technological  changes in a
                  timely or cost-effective manner;

         o        Whether  the  products  or   technologies   developed  by  our
                  competitors will render our products and services  obsolete or
                  shorten the life cycle of our products and services

         o        Whether  our  products  and  services   will  achieve   market
                  acceptance

If we are unable to adapt to our constantly  changing markets and to continue to
develop new products and technologies to meet our customers' needs, our revenues
and profitability will be negatively affected. Our future revenues are dependent
upon the successful  development  and licensing of new and enhanced  versions of
our products and potential product offerings. If we fail to successfully upgrade
existing  products  and develop new  products  or our product  upgrades  and new
products do not achieve  market  acceptance,  our  revenues  will be  negatively
impacted.

Our officers and directors serve as officers and directors of other corporations
and have ownership  interests in other  corporations;  conflicts of interest may
arise which are not  resolved in our favor and which may  negatively  impact our
operations and financial condition.

Our officers and directors are officers and directors of other  corporations and
have ownership interests in other  corporations.  Our officers and directors are
in a position to control their own  compensation  and to approve  dealings by us
with other entities with which our principals are also involved. For example, if
a  company  affiliated  with one of our  directors  were to be  considered  as a
possible  strategic  alliance  with us, our  director  would have a conflict  of
interest in negotiating the most favorable  terms for the director's  affiliated
company or us. As a result  there will be  conflicts  of  interest.  There is no
assurance that these conflicts will be resolved in our favor.

Our Chief Executive Officer, Randall K. Fields, has a 100% ownership interest in
Riverview Financial Corp. that has entered into financial  transactions with us;
these transactions present conflicts of interest that may not be resolved in our
favor.

Our subsidiary,  Park City Group, has an unpaid promissory note due to Riverview
Financial Corp.  ("Riverview") in the amount of $3,260,714 with interest payable
at 10% per annum. In addition,  another agreement  provides that our subsidiary,
Park City Group,  will pay to  Riverview,  an amount equal to 5% of the value of
any  acquisition  we  enter  into  during  the  term of Mr.  Fields'  employment
agreement.

We may  continue  to have  other  transactions  with  Riverview  that may create
conflicts of interest  between our interests and Mr.  Fields' sole  ownership of
Riverview.  There is no assurance  that these  conflicts will be resolved in our
favor.

Our officers and directors  have limited  liability and  indemnification  rights
under our organizational documents, which may impact our results.

Our  officers  and  directors  are  required  to  exercise  good  faith and high
integrity in the management of our affairs. Our certificate of incorporation and
bylaws,  however,  provide,  that  the  officers  and  directors  shall  have no
liability to the stockholders for losses sustained or liabilities incurred which
arise from any transaction in their respective managerial capacities unless they
violated  their  duty  of  loyalty,  did  not  act in  good  faith,  engaged  in
intentional  misconduct  or  knowingly  violated  the law,  approved an improper
dividend  or  stock  repurchase,   or  derived  an  improper  benefit  from  the
transaction.  As a result,  you may have a more limited right to action than you
would  have  had if such a  provision  were  not  present.  Our  certificate  of
incorporation  and bylaws also  provide for us to  indemnify  our  officers  and
directors  against any losses or  liabilities  they may incur as a result of the
manner in which they  operate  our  business or conduct  our  internal  affairs,
provided that the officers and directors  reasonably  believe such actions to be
in, or not opposed to, our best interests, and their conduct does not constitute
gross negligence, misconduct or breach of fiduciary obligations.

Our business is currently dependent upon a limited customer base; should we lose
any of these customer  accounts,  our revenues will be negatively  impacted.  We
expect that our existing  customers  will  continue to account for a substantial
portion of our total revenues in future reporting periods. Our ability to retain
existing  customers  and to attract  new  customers  will depend on a variety of
factors,   including  the  relative  success  of  our  expansion  and  marketing
strategies  and the  performance,  quality,  features,  and price of current and
future  products.  Accordingly,  if we lose  customer  accounts or our  customer
orders decrease, our revenues and operating results will be negatively impacted.
In addition,  our future revenues will be negatively  impacted if we fail to add
new customers that make purchases of our products and services.

If we fail to expand our sales force or if our sales force is  unsuccessful,  we
will be unable to expand our now limited  customer  base.  We must  increase our
customer base to expand our  operations  and increase our  revenues.  Currently,
there is a shortage of sales  personnel  for our needs,  specifically  to target
senior  management  of our  customers  and  who can  generate  and  serve  large
accounts.  Our future  customer  base is  dependent  upon  implementation  of an
expanded marketing program and an increased sales force.

Our sales force  expansion  plans are subject to the following  limitations  and
risks:

         o        Our sales force is now  insufficient to accomplish the planned
                  expansion  of our  customer  base and we do not expect to hire
                  our  planned  additional  3 sales  personnel  for at least 4-6
                  months

         o        Once we hire  additional  sales  personnel,  we expect that it
                  will  take at least  3-4  months  for our  newly  hired  sales
                  personnel to achieve full productivity

         o        There  are no  assurances  that we will be able to hire  sales
                  personnel  with the  necessary  skills to expand our  customer
                  base

Accordingly,  if we fail to expand our sales  force or our sales  force fails to
generate  sufficient  customer  accounts,  our revenues  will not expand and may
decline, which will negatively impact our operations and financial condition.

Our future plans  involving  acquisitions  and  partnership  alliances  that are
subject to significant  risks. Our future plans involve:

         o        Acquiring companies that have businesses  complementary to our
                  own

         o        Acquiring  technologies that are complementary to our existing
                  or future technologies

         o        Entering  into  partnership   alliances  with  other  business
                  operators in market  segments where we currently do not have a
                  presence  such  as  financial  services,   managed  healthcare
                  services,  and manufacturing.  By creating these partnerships,
                  we hope to increase the market for our products

         o        Creating  partnership  alliances  with  businesses  that  have
                  complementary  offerings in our main business segments such as
                  Point-Of-Sale hardware vendors or payroll/personnel vendors

These  strategies  involve various risks to our future  business  operations and
financial condition, including the following:

         If we fail to perform adequate due diligence,  we may acquire a company
or technology that:

         (a) is  uncomplimentary  to our business (b) is difficult to assimilate
         into our business (c) subjects us to possible  liability for technology
         or product defects (d) involves substantial  additional costs exceeding
         our estimated costs

         o        We may spend significant funds conducting negotiations and due
                  diligence  regarding  a  potential  acquisition  that  may not
                  result in a successfully completed transaction

         o        We  may  be  unable  to  negotiate   acceptable  terms  of  an
                  acquisition

         o        If financing is required to complete the  acquisition,  we may
                  be unable to obtain such financing

         o        Negotiating   and   completing  an   acquisition  as  well  as
                  integrating the acquisition  into our operations,  will divert
                  management time and resources away from our current operations
                  and increase our costs

Our assimilation of the operations,  products or technologies of other companies
may pose operational difficulties and risks. Our assimilation of the operations,
products or technologies  of other companies may pose the following  operational
difficulties and risks. For example:

         o        Whether we can retain key personnel of an acquired company

         o        Conflicting corporate cultures

         o        Whether  we will  have the  ability  to train and  manage  our
                  expanded employee base

         o        Geographically disbursed offices

         o        Whether we can continually  adapt our business  infrastructure
                  to having  acquired  a new  company,  including  our  in-house
                  systems for processing transactions, operational and financial
                  systems, and procedures and controls

We face substantial  costs in connection with our expansion plans and, we may be
unable to complete our growth plans and our business will be negatively impacted
if we are not able to generate  monies to cover these costs.  We may not be able
to generate the revenues we will need to fund our expansion plans. If we fail to
raise  adequate  funds we may be unable to complete our expansion  plans and our
business will be negatively impacted.

Our business is dependent  upon the continued  services of our founder and Chief
Executive Officer, Randall K. Fields; should we lose the services of Mr. Fields,
our operations will be negatively  impacted.  Our business is dependent upon the
expertise of our founder and Chief  Executive  Officer,  Randall K. Fields.  Mr.
Fields is essential to our operations. Accordingly, you must rely on Mr. Fields'
management  decisions  that will continue to control our business  affairs after
the Offering.  Our  continued  growth also depends upon Mr.  Fields'  ability to
attract and retain individuals  skilled in software and marketing.  We currently
maintain  key man  insurance on Mr.  Fields' life in the amount of  $10,000,000;
however,  that coverage  would be  inadequate to compensate  for the loss of his
services. The loss of the services of Mr. Fields would have a materially adverse
effect upon our business.

If we are unable to attract and retain qualified personnel,  we may be unable to
develop,  retain or expand  the  staff  necessary  to  support  our  operational
business  needs.  Our  current  and future  success  depends  on our  ability to
identify, attract, hire, train, retain and motivate various employees, including
skilled  software,  technical,  managerial  and  professional  personnel,  sales
marketing and customer service staff.  Competition for such employees is intense
and we may be unable to  attract  or retain  such  professionals.  If we fail to
attract and retail these professionals, our revenues and expansion plans will be
negatively impacted.

We face risks associated with proprietary protection of our software.
Our  success  depends on our ability to develop  and  protect  existing  and new
proprietary  technology and intellectual property rights. We seek to protect our
software,   documentation  and  other  written  materials  primarily  through  a
combination  of  patents,   trademark,   and  copyright  laws,   confidentiality
procedures and contractual provisions.  While we have attempted to safeguard and
maintain  our  proprietary  rights,  there  are no  assurances  there we will be
successful  in doing so. Our  competitors  may  independently  develop or patent
technologies that are substantially equivalent or superior to ours.

Despite our efforts to protect our proprietary rights,  unauthorized parties may
attempt to copy  aspects of its products or obtain and use  information  that we
regard  as  proprietary.  In some  types of  situations,  we may rely in part on
"shrink wrap" or "point and click"  licenses that are not signed by the end user
and, therefore,  may be unenforceable  under the laws of certain  jurisdictions.
Policing  unauthorized use of our products is difficult.  While we are unable to
determine the extent to which piracy of our software exists, software piracy can
be expected to be a persistent problem,  particularly in foreign countries where
the laws may not be protect proprietary rights as fully as the United States. We
can offer no assurance that our means of protecting our proprietary  rights will
be adequate or that our competitors  will not reverse  engineer or independently
develop similar technology.

We incorporate third party software  providers'  licensed  technologies into our
products;  the loss of these  technologies  may prevent sales of our products or
lead to increased costs.

We now  license  and in the future will  license  technologies  from third party
software  providers  that  are  incorporated  into  our  products.  The  loss of
third-party  technologies  could  prevent sales of our products and increase our
costs until substitute technologies,  if available, are developed or identified,
licensed and  successfully  integrated  into our  products.  Even if  substitute
technologies  are  available,  there can be no guarantee that we will be able to
license these technologies on commercially reasonable terms, if at all.

We may discover  software  errors in our  products  that may result in a loss of
revenues or injury to our reputation.

Non-conformities  or  bugs  ("errors")  may be  found  from  time to time in our
existing,  new or enhanced products after commencement of commercial  shipments,
resulting in loss of revenues or injury to our reputation.  In the past, we have
discovered errors in our products and, as a result,  have experienced  delays in
the  shipment of  products.  Errors in our  products may be caused by defects in
third-party software  incorporated into our products.  If so, we may not be able
to fix these defects without the cooperation of these software providers.  Since
these defects may not be as significant to the software  provider as they are to
us, we may not receive the rapid  cooperation  that may be required.  We may not
have the  contractual  right to access the source code of  third-party  software
and, even if we do have access to the source code, we may not be able to fix the
defect. Since our customers use our products for critical business applications,
any errors,  defects or other performance problems could result in damage to our
customers' business. These customers could seek significant compensation from us
for their  losses.  Even if  unsuccessful,  a product  liability  claim  brought
against us would likely be time consuming and costly.

Market and Capital Risks

Future  issuances of our shares may lead to future  dilution in the value of our
common stock, a reduction in shareholder  voting power,  and prevent a change in
our control. Our shares may be substantially diluted due to the following:

         Issuance of common stock in connection with funding  agreements we have
         with third parties;  and Future issuances of common and preferred stock
         by our  Board of  Directors.  Our Board of  Directors  has the power to
         issue  additional  shares of common stock and  preferred  stock and the
         right  to  determine  the  voting  dividend,  conversion,  liquidation,
         preferences  and other  conditions  of the shares  without  shareholder
         approval.

Stock issuances may result in reduction of the book value or market price of our
outstanding  shares of common stock. If we issue any additional shares of common
or preferred stock, proportionate ownership of our common stock and voting power
will be reduced.  Further,  any new issuance of common or  preferred  shares may
prevent a change in our control or management.

Issuance  of our  preferred  stock  could  depress  the market  value of current
shareholders and could have a potential  anti-takeover effect. We have 5,000,000
authorized  shares of preferred  stock that may be issued by action of our Board
of Directors. Our Board of Directors may designate voting control,  liquidation,
dividend and other  preferred  rights to preferred  stock holders.  Our Board of
Directors'  authority to issue preferred stock without  shareholder  consent may
have a depressive  effect on the market value of our common stock.  The issuance
of  preferred  stock,  under  various  circumstances,  could  have the effect of
delaying or  preventing a change in our control or other  take-over  attempt and
could adversely affect the rights of holders of our shares of common stock.

Our  preferred  stock holders will receive  dividends,  if any, at a rate twenty
times that paid per share of our common stock holders; accordingly, if dividends
are declared,  our preferred stock holders will have preferential  rights in the
payment of dividends.

The holders of shares of our preferred stock are entitled to receive, out of our
assets,  legally  available,  and as when  declared  by our Board of  Directors,
dividends   of  every  kind   declared  and  paid  to  holders  of  our  commons
stockholders,  at a rate of twenty  times that paid for shares of common  stock.
Because our Board of Directors  has the  authority to issue  preferred  stock to
such  preferred  stock holders will have  preferential  rights in the payment of
dividends.

Because our common  stock is  considered a penny stock,  any  investment  in our
common  stock is  considered  to be a  high-risk  investment  and is  subject to
restrictions  on  marketability.  Our common  stock has  traded on the  Over-the
Counter  Bulletin Board since June,  2001. The bid price of our common stock has
been less than $5.00  during  most of this  period.  We are subject to the penny
stock rules  adopted by the  Securities  and  Exchange  Commission  that require
brokers to provide  extensive  disclosure  to its  customers  prior to executing
trades in penny stocks.  These disclosure  requirements may cause a reduction in
the trading activity of our common stock.

Broker-dealer  practices in  connection  with  transactions  in penny stocks are
regulated by certain  penny stock rules adopted by the  Securities  and Exchange
Commission.  Penny stocks  generally are equity  securities with a price of less
than $5.00.  Penny stock rules require a broker dealer prior to a transaction in
a penny stock not  otherwise  exempt from the rules,  to deliver a  standardized
risk disclosure  document that provides  information  about penny stocks and the
risks in the  penny  stock  market.  The  broker-dealer  also must  provide  the
customer  with  current  bid and  offer  quotations  for the  penny  stock,  the
compensation of the  broker-dealer  and its salesperson in the transaction,  and
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a transaction in a penny stock, the broker-dealer  makes a special
written  determination  that the penny  stock is a suitable  investment  for the
purchaser and receives the purchaser's written agreement to the transaction.

Because we are  subject to the penny stock  rules our  shareholders  may find it
difficult to sell their shares.

Item 7. Financial Statements

         See the index to  consolidated  financial  statements and  consolidated
financial statement schedules included herein as Item 13.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

         On July 27, 2001, we engaged  Tanner + Co. as our new certified  public
accountants.  In connection with that action, we dismissed Daszkal Bolton Manela
Devlin & Co., our auditor when we were known as AmeriNet Group.com, Inc. We also
dismissed  Sorenson Vance & Company,  P.C.,  which had previously  served as the
certified public accountants for Park City Group, Inc. We filed a Form 8-K dated
July 27, 2001 on August 1, 2001 with the U.S. Securities and Exchange Commission
regarding these events.

         There have been no  disagreements  with  accountants  on accounting and
financial disclosure.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

     Our Board of Directors and executive  officers consist of the persons named
in the table below.  Vacancies  in the Board of Directors  may only be filled by
the Board of  Directors  by majority  vote at a Board of  Director's  meeting of
which  stockholders  holding a majority of the issued and outstanding  shares of
capital  stock  are  present.   The  directors  are  elected   annually  by  the
stockholders at the annual meetings. Each director shall be elected for the term
of one year, and until his or her successor is elected and  qualified,  or until
his earlier resignation or removal. Our bylaws provide that we have at least one
director. Our directors and executive officers are as follows:

          Name              Age                         Position
          ----              ---                         --------
     Randall Fields         54            President, Chief Executive Officer,
                                          Chairman of the Board and Director
     Narayan Krishnan       33            Chief Financial Officer, Secretary
                                                        and Treasurer
     Edward C. Dmytryk      55                           Director
     Thomas W.  Wilson      69                           Director
     William Jones          66                           Director

Randall K. Fields has been our President,  Chief Executive Officer, and Chairman
of the Board of Directors since June,  2001. Mr. Fields founded Park City Group,
Inc., a software  development  company based in Park City, Utah, in 1990 and has
been its President, Chief Executive Officer, and Chairman of the Board since its
inception in 1990. Mr. Fields has been  responsible for the strategic  direction
of Park City Group, Inc. since its inception, including the ActionManager family
of 20 integrated software applications for geographically distributed multi-unit
business environments and the Fresh Market Manager software suite that addresses
the needs of organizations with the perishable inventory,  production, planning,
and product  forecasting and costing  requirements.  Mr. Fields  co-founded Mrs.
Fields Cookies with his wife,  Debbi Fields.  He served as Chairman of the Board
of Mrs.  Fields  Cookies  from 1978 to 1990.  In the  early  1970's  Mr.  Fields
established a financial and economic  consulting  firm called Fields  Investment
Group.  Mr.  Fields  received a Bachelor of Arts degree in 1968 and a Masters of
Arts degree in 1970,  respectively  from Stanford  University,  where he was Phi
Beta Kappa, Danforth Fellow and National Science Foundation Fellow.

Edward C. Dmytryk has been a director since June,  2000.  Since  September 1999,
Mr. Dmytryk has also been the Acting  President of GNR Health  Systems,  Inc., a
physical therapy products sales company located in Ocala, Florida. Since June of
1990,  Mr.  Dmytryk  has also  been the owner and  Chief  Executive  Officer  of
Benchmark  Industries,  Inc., a metal fabrications company headquartered in Fort
Worth,  Texas.  Mr.  Dmytryk  graduated  Summa Cum Laude from the  Citadel,  the
Military College of South Carolina in 1968 with a Bachelor of Science Degree.

Thomas W. Wilson, Jr. has been a director since August, 2001. Mr. Wilson is also
currently a director  and the Chairman of the Board of  Productivity  Solutions,
Inc., a Jacksonville,  Florida builder of customer  self-checkout  point-of-sale
equipment.  From  1995 to 1999,  Mr.  Wilson  was the  Chairman  of the Board of
Information Resources, Inc., a Chicago, Illinois-based provider of point-of-sale
information  based business  solutions to the consumer  packaged goods industry.
From 1998 to 1999,  Mr.  Wilson  was the  Interim  Chief  Executive  Officer  of
Information  Resources,  Inc.  From 1966 to 1990,  Mr.  Wilson was  employed  in
various  capacities  with McKinsey & Co., a management  consulting  company.  In
1968,  Mr.  Wilson was elected a Partner of McKinsey and Co., and in 1972 he was
elected a Senior  Partner.  Mr.  Wilson  received a Bachelor of Arts Degree from
Dartmouth  College  and a Masters of  Business  Administration  Degree  from the
Wharton school of the University of Pennsylvania.

William R. Jones has been a director  since August,  2001.  Mr. Jones founded WR
Jones  Associates  in 1996, a  consulting  firm that  assists  startup  software
companies to form  marketing  strategies,  management  processes and  management
teams.  Mr.  Jones  served as a  vice-president  of Park City Group from 1991 to
1994.  From 1984 to 1991,  Mr.  Jones was  employed  at  International  Business
Machines in various capacities,  including having served as a vice-president and
was  in  charge  of all  marketing  to  the  U.S.  retail  industry.  Mr.  Jones
participated in bringing IBM's  technologies to market,  including:  o Universal
Product Code for item  identification  o The  original  IBM Personal  Computer o
Computer  Assisted  Manufacturing  o Just-in-Time  inventory  management o Quick
Response - supply chain inventory management

         Our Executive  Officers are elected by the Board on an annual basis and
serve at the discretion of the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  Exchange Act of 1934 requires the our
executive officers,  directors and persons who beneficially own more than 10% of
the Company's  Common Stock to file initial  reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC  regulations
to furnish us with copies of all Section 16(a) forms filed by such persons.

         Based  solely  on  our  review  of  such  forms  furnished  to  us  and
representations  from  certain  reporting  persons,  we believe  that all filing
requirements  applicable to our executive officers,  directors and more than 10%
stockholders were complied with during 2000.

Item 10. Executive Compensation

     The following table sets forth the total compensation  currently being paid
by us for services rendered by our Executive Officers.
<TABLE>
<CAPTION>
                                                   Summary Compensation Table


                                            Annual Compensation                 Long-Term Compensation Awards
                                 -----------------------------------------   ---------------------------------
                                                                                         Securities
                                                                             Restricted  Underlying                 All Other
       Name and                                             Other Annual     Stock       Options/       LTIP      Compensation
  Principal Position      Year   Salary ($)   Bonus ($)    Compensation($)   Awards ($)   SARs (#)   Payouts($)        ($)
  ------------------      ----   ----------   ---------    ---------------   ----------   --------   ----------   -------------
<S>                       <C>      <C>        <C>           <C>                 <C>         <C>         <C>           <C>
Randall K. Fields         1998     283,500        --           5,000 (1)         --          --          --            --
Chariman, President       1999     302,450        --           5,000 (1)         --          --          --            --
And CEO                   2000     315,900        --           5,250 (1)         --          --          --            --
                          2001     175,000        --          30,942 (1)         --          --          --            --

Shaun Broadhead           1998      79,063        --           3,162 (2)         --          --          --            --
PCG Director of           1999      94,479      17,333         4,473 (2)         --          --          --            --
Research                  2000     103,449        --           4,535 (2)         --          --          --            --
And Development           2001      55,000        --           1,098 (2)         --          --          --            --

Carolyn Doll              1998     120,000        --           5,000 (3)         --          --          --            --
PCG Vice President,       1999     120,000        --           5,000 (3)         --          --          --            --
Marketing                 2000     120,000        --           4,559 (3)         --          --          --            --
                          2001      60,000        --          13,605 (3)         --          --          --            --

Drew Doll                 1998     120,000        --          11,421 (4)         --          --          --            --
PCG Vice President,       1999     120,000        --          25,712 (4)         --          --          --            --
Professional Services     2000     120,000        --          18,560 (4)         --          --          --            --
                          2001      60,000        --           4,492 (4)         --          --          --            --

Will Dunlavy              1999      57,500        --             --              --          --          --            --
FMM Chief Operating       2000     115,000      34,250         2,800 (5)         --          --          --            --
Officer                   2001      57,500       6,250         1,148 (5)         --          --          --            --
</TABLE>

Note:  Compensation  amounts for 2001 are for the period January 1, 2001 through
June 30, 2001.

(1)  These amounts represent employer contributions to the Company's 401(k) Plan
     for the benefit of Mr. Fields,  plus payment of accrued vacation of $27,945
     during the six months ended June 30, 2001.
(2)  These amounts represent employer contributions to the Company's 401(k) Plan
     for the benefit of Mr. Broadhead.
(3)  These amounts include  employer  contributions to the Company's 401(k) Plan
     for the benefit of Mrs.  Doll in the amount of $1,199,  $4,214,  $5,000 and
     $5,000  for  2001,  2000,  1999 and  1998,  respectively,  in  addition  to
     commissions of $12,406 and $345 in 2001 and 2000.
(4)  These amounts include  employer  contributions to the Company's 401(k) Plan
     for the  benefit of Mr.  Doll in the amount of  $1,199,  $5,249,  $5,00 and
     $5,000  for  2001,  2000,  1999 and  1998,  respectively,  in  addition  to
     commissions of $3,293, $13,311,  $20,712 and $6,421 in 2001, 2000, 1999 and
     1998, respectively.
(5)  These amounts  represent the employer  contribution to the Company's 401(k)
     Plan for the benefit of Mr. Dunlavy.

Employment Agreement With Randall K. Fields

Park  City  Group  has an  employment  agreement  with its  president  and chief
executive officer,  Randall K. Fields, dated effective January 1, 2001. The term
of  the  agreement  is  five  years,  with  automatic  one-year  renewals.  This
employment agreement provides for:

     o    An annual  base salary of  $350,000,  subject to annual cost of living
          increases of 5%.

     o    Use of a company vehicle.

     o    Employee benefits that are generally provided to Park City Group, Inc.
          employees.

     o    A  bonus  of 5% of the  consolidated  and/or  combined  annual  pretax
          profits of Park City Group,  Inc., and its affiliates and subsidiaries
          beginning with the year ended December 31, 2001.

     o    Payment by Park City Group, Inc. to Mr. Fields'  affiliate,  Riverview
          Financial  Corporation,  an  amount  equal  to 5% of the  value of any
          acquisition  entered  into by Park City  Group  during the term of the
          employment agreement.

Director Compensation

Our outside directors,  Edward C. Dmytryk,  Thomas W.Wilson,  Jr. and William R.
Jones receive the following compensation:

     o    Annual cash  compensation of $6,000 reflecting $2,000 per scheduled in
          person director's meetings.

     o    Options to acquire 50,000 shares of our common stock (adjusted for any
          stock  splits) to be granted  annually at the  beginning of our Fiscal
          Year, June 30, with an exercise price equal to the market price on the
          date of  grant  with  such  options  to  fully  vest at the end of the
          respective  fiscal year.  Stock options  pursuant to this  arrangement
          were granted on August 14, 2001.

     o    In November 1999, Mr. Dmytryk was granted  options to purchase  25,000
          shares of common stock at $1.44 that are  exercisable  until  December
          31, 2002. On April 16, 2001, Mr.  Dmytryk was also granted  options to
          purchase  11,000  shares  of common  stock at $.27 per share  that are
          exercisable until December 31, 2003.

401(k) Retirement Plan

         Effective in 1996, the Company adopted a 401(k) retirement plan whereby
the Company contributes up to five percent of payroll  compensation to the plan,
matching  employee  contributions to the plan on a dollar for dollar basis up to
the  maximum  five  percent  contribution.  The Named  Executive  Officers  have
invested  all of the  funds in their  401(k)  accounts  in  common  stock of the
Company.

Indemnification for Securities Act Liabilities

         Delaware  law  authorizes,  and  the  Company's  Bylaws  and  Indemnity
Agreements provide for,  indemnification of the Company's directors and officers
against  claims,  liabilities,  amounts  paid in  settlement  and  expenses in a
variety of circumstances.  Indemnification for liabilities arising under the Act
may be permitted for directors,  officers and controlling persons of the Company
pursuant to the  foregoing or otherwise.  However,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.

Stock Options and Warrants

         We have  stock  option  plans  that  enable  us to issue  to  officers,
directors,  consultants  and employees  nonqualified  and  incentive  options to
purchase  our common  stock.  At  October  8,  2001,  a total of 297,800 of such
options were  outstanding  with exercise  prices ranging from $0.27 to $1.44 per
share.  All of these stock  options  outstanding  expire at December 31, 2002 or
December 31, 2003.

         In  addition,  we have  granted a total of 713,273  warrant to purchase
shares of our common stock. Of those  warrants,  315,000 have been issued to our
former   officers  as  condition  of  employment  and  398,273  were  issued  to
individuals  in relation to certain  transactions.  These warrants have exercise
prices  ranging from $0.56 to $1.4325 per share and expire between June 30, 2002
and June 30, 2004.

Compensation Committee Interlocks and Insider Participation

         No  executive  officers  of  the  Company  serve  on  the  Compensation
Committee (or in a like capacity) for the Company or any other entity.


Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership of our Common Stock as of October 8, 2001, for each person
or entity  that is known by us to  beneficially  own more than 5 percent  of our
Common Stock. As of October 8, 2001,  2001, we had 150,476,542  shares of Common
Stock outstanding.
<TABLE>
<CAPTION>
    Title of          Name and Address of                   Amount of              Nature of       Percent
     Class             Beneficial Owner                 Beneficial Ownership       Ownership      of Class
     -----             ----------------                 --------------------       ---------      --------
     <S>          <C>                                     <C>                      <C>             <C>
     Common       Randall K. Fields, Park City, Utah         16,083,900             Direct          10.69%

     Common       Riverview Financial Corp. (1)
                  Park City, Utah                            87,923,100             Direct          58.43%
                                                           ------------                             ------
                  Total                                     104,007,000                             69.12%
                                                            ===========                             =====
</TABLE>

         Randall K. Fields is the  president and 100%  shareholder  of Riverview
Financial Corp.

Security Ownership of Management

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership of our Common Stock as of October 8, 2001, for each of our
directors and each of our Named  Executive  Officers all directors and executive
officers as a group. As of October 8, 2001,  2001, we had 150,476,542  shares of
Common Stock outstanding.
<TABLE>
<CAPTION>
Title of Class       Name, Position and Address                         Amount of            Nature of     Percent
                       of Beneficial Owner                      Beneficial Ownership(1)      Ownership     Of Class
                       -------------------                      -----------------------      ---------     --------
    <S>          <C>                                                 <C>                    <C>             <C>
    Common       Randall K. Fields, President, CEO,                   104,007,000(2)         Direct and     69.12%
                 Chairman and Director                                                        Indirect
                 Park City, Utah

    Common       Narayan Krishnan, CFO, Secretary and                          0                NA            NA
                 Treasurer
                 Salt Lake City, Utah

    Common       Edward C. Dmytryk, Director                             162,660(3)(4)        Direct           *
                 Ocala, Florida

    Common       Thomas W. Wilson, Jr., Director                               0                NA            NA
                 Westport, Connecticut

    Common       William R. Jones, Director                               33,300              Direct           *
                 Cumming, Georgia

                 Executive Officers and Directors as a               104,202,960                             69.23%
                 Group (five persons)
</TABLE>

* Less than 1%.
--------------
(1)  Beneficial  ownership  is  determined  in  accordance  with SEC  rules  and
     generally  includes holding voting and investment power with respect to the
     securities. Shares of Common Stock subject to options or warrants currently
     exercisable,  or  exercisable  within 60 days, are deemed  outstanding  for
     computing the percentage of the total number of shares  beneficially  owned
     by the designated  person, but are not deemed outstanding for computing the
     percentage for any other person.
(2)  Includes  87,923,100  shares of common stock owned by  Riverview  Financial
     Corp. that is owned 100% by Randall K. Fields.
(3)  Includes fully vested options to purchase 36,000 shares of common stock.
(4)  Does not include  options to purchase 50,000 shares of common stock granted
     to each of the outside directors none of which vest until June 30, 2002.

Change In Control

         We are not currently  engaged in any activities or arrangements that we
anticipate will result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions

         In May  1999,  Park  City  Group  transferred  to  Riverview  Financial
Corporation  (Riverview) (its majority shareholder) all of its rights, title and
interest in a certain application  software program known and marketed as "Fresh
Market  Manager"  including  all  related  documentation,  copyrights,  patents,
intellectual property and other materials.  The agreement  specifically excluded
all of Park City Group's other  software  programs and  applications.  Park City
Group also retained the rights to the "Fresh  Market  Manager"  software  solely
necessary to perform Park City Group's  obligations  relating to the development
and  software  enhancement  contract  that  Park  City  Group  had with a retail
customer.

         The chief  executive of Riverview,  who is also the chief  executive of
Park City Group then  assigned  the "Fresh  Market  Manager"  software to Cooper
Fields,  LLC, a Utah limited liability  company,  which had been formed in April
1999 with chief  executive  as  managing  member.  Cooper  Fields  acquired  the
intellectual  property  rights for $4,750,000 by a cash payment of $2,750,000 to
Riverview and execution of a note payable in the amount of $2,000,000.

         As part of the Cooper Fields organizational and operational  documents,
the members  agreed to an  "Overhead  Sharing and  Referral  Agreement"  whereby
Cooper Fields was to pay Park City Group its allocable share of direct costs and
expense.  CF was to pay PCG the allocated cost in twelve monthly  payment of one
year with  annual  renewal  terms.  The amount was to cover the shared  costs of
facilities,  personnel  and  operating  costs.  Park  City  Group  recorded  the
reimbursed  costs as a reduction to operating  costs.  Accordingly,  shared cost
reimbursements  were $620,232 in 2000 and $413,488 in 1999.  The agreement  also
provided for a referral fee to be paid to either company for the introduction of
prospective  customers.  Park City Group received $82,326 in the year 2000 for a
customer referral.

         As of December 31, 2000,  Park City Group had a receivable  of $492,837
which was  comprised  of $371,355 for the overhead  sharing  costs,  $26,350 for
interest on the unpaid amount and $95,152, net, for shared development costs. As
of  December  31,  1999 Park City Group had a  receivable  of $76,594  which was
comprised of $78,613 for the overhead sharing costs,  $3,145 for interest on the
unpaid amount and an offset of $5,164, net, for shared development costs.

         Park City Group has a note  payable with  Riverview  (see note 7). PCG,
also,  has a receivable  form  Riverview for certain  expenses paid by Park City
Group in 2000.  The  balance  due Park City Group was  $36,632 and $19,411 as of
June 30,2001 and December 31, 2000, respectively.

         Park City Group has a note payable in the amount of  $2,750,000 at June
20, 2001.

We have a receivable from our chief executive  officer for certain  non-business
expenses  paid by us. The balance due to us was $48,990,  $46,396 and $10,836 as
of June 30, 2001, December 31, 2000 and 1999, respectively.

Item 13. Exhibits and Reports on Form 8-K

         Reports on Form 8-K

         On June 28, 2001,  the Company filed a Current Report on Form 8-K dated
June 13, 2001,  disclosing  under item 2  information  relating to the Company's
acquisition  of  assets,  under  Item 5  information  regarding  changes  in the
Company's board of directors and in Item 7 notice that the financial  statements
and related pro forma financial  information  relating to that acquisition would
be filed in a subsequent amendment.

         Exhibits, Financial Statements and Schedules

         (a)      The following documents are filed as a part of this Report:

                  1. Financial Statements.  The following Consolidated Financial
                  Statements  of  Fields   Technologies,   Inc.  and  Report  of
                  Independent Accountants are contained in this Form 10-K.


<PAGE>

                                                                     Page in the
                                                                       Form 10-K

Independent Auditors' Report - Tanner & Company                            F-2
Independent Auditors' Report - Sorensen, Vance & Company, P.C.             F-3

Consolidated Balance Sheets - As of June 30, 2001 and December 31, 2000    F-4

Consolidated  Statements  of  Operations - For the six months ended
  June 30, 2001 and June 30, 2000 (unaudited) and for the years ended
  December 31, 2000, and 1999.                                             F-6

Consolidated  Statements of  Stockholders'  Deficit for the six months
   ended June 30, 2001 and for the years ended December 31, 2000 and 1999  F-7

Consolidated Statements of Cash Flows for the six months ended
  June 30, 2001 and June 30, 2000 (unaudited) and for the years ended
  December 31, F-7 2000 and 1999.                                          F-8

Notes to Consolidated Financial Statements                                 F-9

<PAGE>

         Exhibits.

Exhibit
Number                            Description

2        Reorganization  Agreement by and Among  Amerinet.com,  Inc., Randall K.
         Fields and Riverview Financial Corp.*

3.1      Articles of Incorporation and amendments*

3.2      By-Laws*

10       Employment  agreement  between  Park City Group and  Randall K.  Fields
         effective January 1, 2001*

16       Letter on change in certifying accountant*

21       Subsidiaries of the registrant

*Indicated previously filed exhibits.

<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                            FIELDS TECHNOLOGIES, INC.
                                            (Registrant)


                                            By  /s/ Randall K. Fields
Date: October 15, 2001                      David A. Robinson
                                            President, Chief Executive Officer,
                                            Chairman of the Board and Director


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.


      Signature                          Title                       Date
      ---------                          -----                       ----

/s/ Randall K. Fields      President, Chief Executive Officer,  October 15, 2001
-------------------------  Chairman of the Board and Director
Randall K. Fields          (Principal Executive Officer)


/s/ Narayan Krishnan       Chief Financial Officer, Secretary   October 15, 2001
-------------------------  and Treasurer (Principal Financial
Narayan Krishnan           and Accounting Officer)


/s/ Edward C. Dmytryk      Director                             October 15, 2001
-------------------------
Edward Dmytryk


/s/ William R. Jones       Director                             October 15, 2001
-------------------------
William R. Jones


/s/ Thomas W. Wilson, Jr.  Director                             October 15, 2001
-------------------------
Thomas W. Wilson, Jr.


<PAGE>


                   FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Consolidated Financial Statements
                      June 30, 2001 and December 31, 2000


<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Index to Consolidated Financial Statements
--------------------------------------------------------------------------------


                                                                           Page

Independent Auditors' Report
  Tanner + Co.                                                              F-2
  Sorensen, Vance & Company, P.C.                                           F-3

Consolidated Balance Sheet as of
  June 30, 2001 and December 31, 2000                                       F-4

Consolidated Statements of Operations for the six months ended
  June 30, 2001 and June 30, 2000 (unaudited) and for the years
  ended December 31, 2000 and 1999                                          F-6


Consolidated Statements of Stockholders' Deficit for the six months
  ended June 30, 2001 and for the years ended December 31, 2000 and 1999    F-7


Consolidated Statements of Cash Flows for the six months ended
  June 30, 2001 and June 30, 2000 (unaudited) and for the years
  ended December 31, 2000 and 1999                                          F-8

Notes to Consolidated Financial Statements                                  F-9


--------------------------------------------------------------------------------
                                                                             F-1
<PAGE>

                                                    INDEPENDENT AUDITORS' REPORT






To the Shareholders of
Fields Technologies, Inc.

We have audited the consolidated balance sheet of Fields Technologies,  Inc. and
Subsidiaries  as of June 30, 2001 and the  related  consolidated  statements  of
operations,  stockholders' deficit, and cash flows for the six months ended June
30, 2001. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Fields
Technologies,  Inc. and  Subsidiaries  as of June 30,  2001,  and the results of
their operations and their cash flows for the six months ended June 30, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

/s/  Tanner + Co.

Salt Lake City, Utah
October 8, 2001
--------------------------------------------------------------------------------
                                                                             F-2
<PAGE>

                              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
Park City Group, Inc.


We have  audited the balance  sheet of Park City Group,  Inc. (a  majority-owned
subsidiary of Riverview Financial  Corporation) as of December 31, 2000, and the
related statements of income,  stockholders'  deficit and cash flows for the two
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Park City Group,  Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
two years then ended in conformity with accounting principles generally accepted
in the United States of America.

/s/ Sorensen, Vance & Company, P.C.

Salt Lake City, Utah
April 10, 2001

--------------------------------------------------------------------------------
                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>
                                                                    FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                                   Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------

                                                                         June 30,          December 31,
                                                                           2001                2000
                                                                    ----------------------------------------
         Assets
<S>                                                                 <C>                  <C>
Current assets:
     Cash and cash equivalents                                      $           218,482  $        1,099,242
     Receivables, net:
         Trade                                                                  534,175             272,137
         Related parties                                                         85,622             558,643
     Prepaid expenses and other current assets                                    8,495              20,335
     Stock subscriptions receivable                                             206,800                   -
     Deferred tax asset                                                         126,000             120,000
                                                                    ----------------------------------------

                  Total current assets                                        1,179,574           2,070,357

Property and equipment, net                                                     219,928             177,497

Other assets:
     Deposits                                                                    33,802              33,802
     Capitalized software costs, net                                            654,957                   -
     Deferred tax asset                                                       1,274,000           1,280,000
                                                                    ----------------------------------------

                  Total other assets                                          1,962,759           1,313,802
                                                                    ----------------------------------------

                                                                    $         3,362,261  $        3,561,656
                                                                    =======================================

--------------------------------------------------------------------------------------------------------------
        See accompanying notes to consolidated financial statements.                                       F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                                   Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------

                                                                            June 30,        December 31,
                                                                              2001              2000
                                                                     ---------------------------------------
         Liabilities and Equity
<S>                                                                 <C>                  <C>
Current liabilities:
     Line of credit                                                  $           355,000  $         150,000
     Note payable                                                                250,000            250,000
     Accounts payable                                                            621,261            192,607
     Accrued liabilities                                                         394,989            381,780
     Current portion of long-term debt                                         1,505,594             33,293
     Deferred revenue                                                          1,535,742          1,294,773
                                                                     ---------------------------------------

                  Total current liabilities                                    4,662,586          2,302,453
                                                                     ---------------------------------------

Long-term liabilities:
     Related party notes payable                                               3,260,714          2,150,000
     Accrued interest on related party notes payable                             274,659            267,203
     Long-term debt                                                            1,254,005              6,642
                                                                     ---------------------------------------

                  Total long-term liabilities                                  4,789,378          2,423,845
                                                                     ---------------------------------------

                  Total liabilities                                            9,451,964          4,726,298
                                                                     ---------------------------------------

Commitments                                                                            -                  -

Stockholders' deficit:
     Preferred stock, $.01 par value, 20,000,000
       shares authorized, no shares issued                                             -                  -
     Common stock, $.01 par value, 175,000,000
       shares authorized, 149,276,564 and 109,623,600
       shares issued and outstanding, respectively                             1,492,766          1,096,236
     Additional paid-in capital                                                1,829,539          5,198,298
     Stock subscriptions receivable                                           (1,323,200)                 -
     Accumulated deficit                                                      (8,088,808)        (7,459,176)
                                                                     ---------------------------------------

                  Total stockholders' deficit                                 (6,089,703)        (1,164,642)
                                                                     ---------------------------------------

                                                                     $         3,362,261  $       3,561,656
                                                                     ======================================

--------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                         Consolidated Statements of Operations
--------------------------------------------------------------------------------------------------------------


                                                  Six Months Ended June 30,      Years Ended December 31,
                                                -------------------------------------------------------------
                                                                    2000
                                                     2001        (unaudited)        2000           1999
                                                -------------------------------------------------------------
<S>                                             <C>             <C>            <C>            <C>
  Revenues:
     Software licenses                          $      216,929  $    2,619,241 $    2,115,545 $    2,321,655
     Maintenance and support                         1,002,816         978,209      2,066,523      2,403,287
     Consulting and other                              275,456         745,851        769,074        506,155
     Development and software enhancement                    -               -      1,562,000              -
                                                -------------------------------------------------------------

                                                     1,495,201       4,343,301      6,513,142      5,231,097

  Cost of revenues                                     489,788         474,374      1,013,930      1,021,526
                                                -------------------------------------------------------------

           Gross profit                              1,005,413       3,868,927      5,499,212      4,209,571

  Research and development                             289,537         759,377      1,035,926        878,064
  Sales and marketing                                  556,534         524,917        912,109      1,115,543
  Selling, general and administrative expenses         292,723         179,490        825,445      1,042,948
  Reorganization and professional expenses             420,970          89,555        145,347        296,334
                                                -------------------------------------------------------------

           (Loss) income from operations             (554,351)       2,315,588      2,580,385        876,682
                                                -------------------------------------------------------------

  Other income:
     Interest income (expense)                       (353,576)        (92,712)      (194,044)      (178,292)
     Gain on forgiveness of debt                       278,295               -              -              -
                                                -------------------------------------------------------------

           Net (loss) income before income           (629,632)       2,222,876      2,386,341        698,390
  taxes

  Provision for income taxes                                 -       (923,000)      (991,935)      (324,699)
                                                -------------------------------------------------------------

           Net (loss) income                    $    (629,632)  $    1,299,876 $    1,394,406 $      373,691
                                                ============================================================

  Weighted average shares, basic                   113,345,000     109,624,000    109,624,000    109,624,000
                                                ============================================================

  Weighted average shares, diluted                 113,345,000     109,624,000    109,624,000    109,624,000
                                                ============================================================

  Basic (loss) earnings per share               $       (0.01)  $         0.01 $         0.01 $         0.00
                                                ============================================================

  Diluted (loss) earnings per share             $       (0.01)  $         0.01 $         0.01 $         0.00
                                                ============================================================

--------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                               Consolidated Statement of Stockholders' Deficit

                                                                            Six Months Ended June 30, 2001 and
                                                                        Years Ended December 31, 2000 and 1999
--------------------------------------------------------------------------------------------------------------


                                Common Stock          Additional
                         ----------------------------  Paid-In     Subscription    Retained
                            Shares         Amount      Capital      Receivable      Earnings        Total
                         ------------------------------------------------------------------------------------
<S>                        <C>         <C>          <C>           <C>            <C>           <C>
Balance,
January 1, 1999 as
restated (see note 1)      109,623,600 $  1,096,236 $  5,198,298  $           -  $ (9,227,273) $ (2,932,739)

Net income                           -            -            -              -        373,691       373,691
                         ------------------------------------------------------------------------------------

Balance,
December 31, 1999          109,623,600    1,096,236    5,198,298              -    (8,853,582)   (2,559,048)

Net income                           -            -            -              -      1,394,406     1,394,406
                         ------------------------------------------------------------------------------------

Balance,
December 31, 2000          109,623,600    1,096,236    5,198,298              -    (7,459,176)   (1,164,642)

Acquisition of Fresh
Market Manager                       -            -   (5,073,936)             -              -   (5,073,976)

Acquisition of AmeriNet
Group.com, Inc.             39,300,023      393,000    1,574,589    (1,323,200)              -       644,389

Common stock issued
for debt                       352,941        3,530      130,588              -              -       134,118

Net (loss)                           -            -            -              -      (629,632)     (629,632)
                         ------------------------------------------------------------------------------------

Balance, June 30, 2001     149,276,564 $  1,492,766 $  1,829,539  $ (1,323,200)  $ (8,088,808) $ (6,089,703)
                         ====================================================================================

--------------------------------------------------------------------------------------------------------------
        See accompanying notes to consolidated financial statements.                                       F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                    FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                                          Consolidated Statement of Cash Flows
--------------------------------------------------------------------------------------------------------------

                                                   Six Months Ended June 30,     Years Ended December 31,
                                                  ----------------------------------------------------------
                                                                     2000
                                                      2001        (unaudited)        2000          1999
                                                  ----------------------------------------------------------
<S>                                               <C>            <C>             <C>           <C>
Cash flows from operating activities:
   Net (loss) income                              $    (629,632) $    1,299,876  $   1,394,406 $    373,691
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation and amortization                       74,080          91,719        183,437      255,920
     Bad debt expense                                  (114,758)              -        182,154      116,959
     Gain on forgiveness of debt                       (278,295)              -              -            -
     Decrease (increase) in:
       Deferred tax assets                                    -         837,662        940,000      310,000
       Trade receivables                                161,169         (85,229)       304,155     (163,335)
       Related party receivables                        124,461          79,993       (471,854)     (86,789)
       Prepaid expenses and other current assets         12,794          18,871          8,094       (4,383)
       Deposits                                               -            (635)           348            -
     (Decrease) increase in:
       Accrued interest to parent corporation             7,456        (151,394)       115,809      151,394
       Bank overdraft                                         -               -              -      (67,922)
       Accrued liabilities                              (18,975)       (218,612)      (288,478)    (345,697)
       Accounts payable                                 326,402        (200,850)          (511)    (155,185)
       Deferred revenue                                (112,231)     (1,110,419)    (1,364,963)    (541,337)
       Related party payable                                  -               -              -       (9,021)
                                                  ----------------------------------------------------------
         Net cash (used in) provided by
         operating activities                          (447,529)        560,982      1,002,597     (165,705)
                                                  ----------------------------------------------------------

Cash flows from investing activities:
   Purchases of property and equipment                  (16,296)       (180,349)       (68,641)     (60,150)
   Net cash received in acquisitions                    179,240               -              -            -
   Purchase of marketable securities                          -          (1,440)             -            -
   Capitalization of software costs                    (654,957)              -              -            -
                                                  ----------------------------------------------------------
         Net cash used in
         investing activities                          (492,013)       (181,789)       (68,641)     (60,150)
                                                  ----------------------------------------------------------

Cash flows from financing activities:
   Proceeds from sale of equipment                            -               -              -       50,000
   Proceeds from issuance of common stock                     -               -              -          426
   Net proceeds from borrowing on line of credit        (45,000)       (137,000)        13,000      137,000
   Proceeds from debt                                   134,118               -              -      505,000
   Principal payments on capital leases                 (30,336)        (31,778)       (95,156)     (79,129)
   Net proceeds from (principal payments on)
   note payable with related party                            -        (250,000)             -     (140,000)
                                                  ----------------------------------------------------------
         Net cash provided by (used in)
         financing activities                            58,782        (418,778)       (82,156)     473,297
                                                  ----------------------------------------------------------
Net (decrease) increase in cash
  and cash equivalents                                 (880,760)        (39,585)       851,800      247,442

Cash and cash equivalents, beginning of period        1,099,242         247,442        247,442            -
                                                  ----------------------------------------------------------

Cash and cash equivalents, end of period          $     218,482 $       207,857  $   1,099,242 $    247,442
                                                  ==========================================================

--------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-8
</TABLE>
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                             June 30, 2001 and December 31, 2000
--------------------------------------------------------------------------------

1.   Summary of            Organization and Principles of Consolidation
     Significant           The Company was  incorporated  in Delaware on May 11,
     Accounting            1990 as Riverview Software, Inc. In 1990, the Company
     Policies              changed its name to Fields Software  Group,  Inc. and
                           in 1993, the Company's name was changed again to Park
                           City Group, Inc. (PCG).

                           On April 5, 2001, the Company acquired for $3,750,000
                           Fresh Market  Manager  (FMM) which was  substantially
                           owned by the primary  shareholder  of the Company and
                           another individual. In as much as the transaction was
                           between  entities of common  ownership  and FMM had a
                           deficit  in  equity,  the  deficit  in equity and the
                           purchase price was accounted for as a distribution to
                           the primary shareholder.  The consolidated statements
                           include  the  operations  of FMM since April 5, 2001,
                           the date of the transaction.

                           On June 13, 2001,  Fields  Technologies,  Inc.  (FTI)
                           (formerly known as AmeriNet  Group.com,  Inc.) issued
                           109,623,600  shares of common  stock in exchange  for
                           98.76% of the issued and  outstanding  shares of PCG.
                           For accounting  purposes the business  combination is
                           treated    as   a    reverse    acquisition    or   a
                           recapitalization  of PCG,  with PCG being  treated as
                           the accounting acquirer.

                           The financial statements presented herein reflect the
                           consolidated  financial position of PCG and FTI as of
                           June 30, 2001,  and  operations  of PCG and FTI since
                           June 13, 2001,  the date of the reverse  acquisition.
                           As of  December  31,  2000 and 1999 and for the years
                           ended  December  31,  2000 and  1999,  the  financial
                           statements  presented  herein  reflect the  financial
                           position  and  operations  of PCG.  All  intercompany
                           transactions  and balances  have been  eliminated  in
                           consolidation.

                           The following  unaudited  proforma combined financial
                           data is presented for  informational  purposes  only,
                           and assumes the consolidation of PCG, FMM and FTI  as
                           if the  entities  had been  together since January 1,
                           1999.  They  are not  necessarily  indicative  of the
                           results of operations  or of the  financial  position
                           which  would  have   occurred  had  the  merger  been
                           completed  during  the  periods or as of the date for
                           which  the  data  are  presented.  They  are also not
                           necessarily   indicative  of  the  Company's   future
                           results of operations or financial position.

--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1.   Summary of                                               Six Months
     Significant                                                Ended     Year Ended December 31,
     Accounting                                                June 30,   ------------------------
     Policies                                                    2001         2000         1999
     Continued                                               -------------------------------------
<S>                                                          <C>          <C>          <C>
                           Revenue                           $ 1,759,201  $ 7,721,010  $ 5,436,533
                                                             =====================================
                           Net loss                          $(3,063,287) $(8,395,794) $(7,196,498)
                                                             =====================================
                           Loss per share basic and diluted  $      (.03) $      (.08) $      (.07)
                                                             =====================================
</TABLE>
                           Business Activity
                           The Company designs,  develops,  markets and supports
                           proprietary  software  products.  These  products are
                           designed  to be  used  in  retail  businesses  having
                           multiple  locations  to assist in the  management  of
                           business  operations on a daily basis and communicate
                           results  of  operations  in  a  timely  manner.   The
                           principal markets for the Company's products are with
                           retail  companies  which  have  operations  in  North
                           America and to a lesser extent in Europe and Asia.

                           Cash and Cash Equivalents
                           The Company considers all short-term instruments with
                           an original  maturity  of three  months or less to be
                           cash equivalents.

                           Concentration of Credit Risk
                           The Company  maintains cash in bank deposit  accounts
                           which, at times, may exceed federally insured limits.
                           The  Company has not  experienced  any losses in such
                           accounts  and  believes  it is  not  exposed  to  any
                           significant credit risk on cash and cash equivalents.

                           Financial  instruments which potentially  subject the
                           Company  to  concentration  of  credit  risk  consist
                           primarily of trade receivables.  In the normal course
                           of business, the Company provides credit terms to its
                           customers.  Accordingly, the Company performs ongoing
                           credit  evaluations  of its  customers  and maintains
                           allowances  for possible  losses which when  realized
                           have   been   within   the   range  of   management's
                           expectations.

--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Concentration of Credit Risk - Continued
     Significant           The Company's  accounts  receivable  are derived from
     Accounting            sales of products and services primarily to customers
     Policies              operating  multi-location retail stores,  hotels, and
     Continued             hospitals.  At June 30,  2001,  December 31, 2000 and
                           1999,  accounts  receivable includes amounts due from
                           four  customers  totaling   $318,955,   $216,202  and
                           $660,970, respectively. These customers accounted for
                           76%, 79% and 87% of accounts  receivable  at June 30,
                           2001, December 31, 2000 and 1999, respectively.

                           The Company provides credit terms to its customers in
                           the normal course of business.  The Company  performs
                           ongoing credit evaluations of customers and maintains
                           an  allowance  for  doubtful   accounts   based  upon
                           collection  assessment.  Collateral  is not  required
                           from customers.

                           In 2000, the Company  generated  approximately 24% of
                           its  revenue   from  a   development   and   software
                           enhancement contract (see note 10).

                           The Company received  approximately  47%, 39% and 34%
                           of its revenue from five major  customers  during the
                           periods  ended June 30,  2001,  December 31, 2000 and
                           1999, respectively.

                           Depreciation and Amortization
                           Depreciation   and   amortization   of  property  and
                           equipment is computed  using the straight line method
                           based on the following estimated useful lives:

                                                                Years
                                                                -----
                           Furniture and fixtures               3 - 7
                           Computer equipment                   3 - 7
                           Equipment under capital leases       3 - 7
                           Leasehold improvements             see below

                           Leasehold improvements are amortized over the shorter
                           of the remaining  lease term or the estimated  useful
                           life of the improvements.

--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Warranties
     Significant           The  Company  offers  a  limited   warranty   against
     Accounting            software  defects for a general period of six months.
     Policies              Customers who are not completely satisfied with their
     Continued             software  purchase may attempt to be  reimbursed  for
                           their  purchases  outside the  warranty  period.  The
                           Company accrues amounts for such warranty settlements
                           that are probable and can be reasonably estimated.

                           Revenue Recognition
                           Revenue  for  the  sale  of   software   licenses  is
                           recognized  upon  delivery  of  the  software  unless
                           specific  delivery  terms provide  otherwise.  If not
                           recognized upon delivery,  revenue is recognized upon
                           meeting  specified   conditions,   such  as,  meeting
                           customer acceptance criteria.  In no event is revenue
                           recognized if significant Company obligations remain.
                           Customer payments are typically received in part upon
                           signing of  license  agreements,  with the  remaining
                           payments  received  in  installments  pursuant to the
                           agreements.  Until revenue  recognition  requirements
                           are met,  the cash  payments  received are treated as
                           deferred revenue.

                           Maintenance  and support  services that are sold with
                           the  initial  license  fee are  recorded  as deferred
                           revenue  and  recognized  ratably  over  the  initial
                           service period.  Revenues from  maintenance and other
                           support  services  provided  after the initial period
                           are  generally  paid in advance  and are  recorded as
                           deferred  revenue and  recognized on a  straight-line
                           basis over the term of the agreements.

                           Consulting  service  revenues are  recognized  in the
                           period  that the service is provided or in the period
                           such   services  are  accepted  by  the  customer  if
                           acceptance is required by agreement.

--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Software Development Costs
     Significant           The Company accounts for software  development  costs
     Accounting            in accordance with Statement of Financial  Accounting
     Policies              Standards  No.  86,   Accounting  for  the  Costs  of
     Continued             Computer  Software to be Sold,  Leased,  or Otherwise
                           Marketed.  Research and  development  costs have been
                           charged to  operations  as incurred.  From  inception
                           through  January  2001,  the  Company  had viewed the
                           software as an evolving product. Therefore, all costs
                           incurred  for  research   and   development   of  the
                           Company's software products through December 31, 2000
                           and 1999  have  been  expensed  as  incurred.  During
                           January 2001,  technological  feasibility  of a major
                           revision to the  Company's  Fresh Market  Manager and
                           Action   Manager   software  and  the   Company's  4x
                           operating platform was established. Development costs
                           incurred  from  January 2001 through June 30, 2001 of
                           $654,957 have been capitalized.

                           Software  development  costs will be  amortized  on a
                           straight-line  basis  over a  period  of four  years.
                           Amortization   will  begin  when  the   products  are
                           available for general release to the public, which is
                           anticipated to be January 2002.

                           Research and Development Costs
                           Research  and  development  costs  include  personnel
                           costs,  engineering,  consulting,  and contract labor
                           and are expensed as incurred.

                           Income Taxes
                           Through  June 13,  2001,  the  Company's  results  of
                           operations  were  included  in the  consolidated  tax
                           return  of  Riverview  Financial   Corporation,   its
                           primary shareholder.  The Company was required to pay
                           income taxes to Riverview based upon an inter-company
                           tax sharing  agreement  when a tax cost was incurred.
                           Income  taxes are  calculated  and  accrued as if the
                           Company  filed  tax  returns  based  solely  upon its
                           operations.

                           The  Company  accounts  for  income  taxes  under the
                           provision  of   Statement  of  Financial   Accounting
                           Standards No. 109,  Accounting for Income Taxes. This
                           method  requires  the  recognition  of  deferred  tax
                           liabilities  and assets for the  expected  future tax
                           consequences  of  temporary  differences  between tax
                           bases and financial  reporting  bases of other assets
                           and liabilities.

--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Earnings Per Share
     Significant           The  computation of basic (loss)  earnings per common
     Accounting            share is  based on the  weighted  average  number  of
     Policies              shares  outstanding during each year. The computation
     Continued             of diluted  earnings per common share is based on the
                           weighted average number of shares  outstanding during
                           the year,  plus the  common  stock  equivalents  that
                           would arise from the  exercise  of stock  options and
                           warrants outstanding, using the treasury stock method
                           and the  average  market  price per share  during the
                           year.  Options and  warrants  to  purchase  1,011,073
                           shares of common stock at prices ranging from $.27 to
                           $1.44 per share were  outstanding  at June 30,  2001,
                           but were not  included in the diluted  loss per share
                           calculation   because  the  effect  would  have  been
                           antidilutive.

                           The shares used in the  computation  of the Company's
                           basic  and  diluted  earnings  per  common  share are
                           reconciled as follows:
<TABLE>
<CAPTION>
                                                                                    December 31,
                                                               June 30,   -----------------------------
                                                                2001            2000           1999
                                                            -------------------------------------------
                           <S>                              <C>             <C>             <C>
                           Weighted average common
                           shares outstanding               113,345,000     109,624,000     109,624,000

                           Dilutive effect of options
                           and warrants                               -               -               -
                                                            -------------------------------------------
                           Weighted average shares
                           outstanding, assuming dilution   113,345,000     109,624,000     109,624,000
                                                            ===========================================
</TABLE>
                           Estimates
                           The preparation of financial statements in conformity
                           with accounting  principles generally accepted in the
                           United States of America, requires management to make
                           estimates  and   assumptions   that  affect   certain
                           reported amounts and disclosures. Accordingly, actual
                           results could differ from those estimates.

                           Fair Value of Financial Instruments
                           The Company's financial  instruments consist of cash,
                           receivables,  payables,  accruals and notes  payable.
                           The carrying  amount of cash,  receivables,  payables
                           and  accruals  approximates  fair  value  due  to the
                           short-term  nature of these items.  The notes payable
                           also  approximate  fair value based on evaluations of
                           market interest rates.

--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Unaudited Financial Information
     Significant           The accompanying consolidated financial statements of
     Accounting            the  Company  for the six months  ended June 30, 2000
     Policies              have been prepared  without audit.  In the opinion of
     Continued             management,  the accompanying  unaudited consolidated
                           financial   statements   include   all   adjustments,
                           consisting of normal  recurring  accruals,  necessary
                           for a fair presentation of the financial position and
                           results of operations for the periods presented.

                           Financial Results and Liquidity
                           For the six months ended June 30,  2001,  the Company
                           incurred a net loss,  experienced  a net cash outflow
                           from  operations,  and  had  current  liabilities  in
                           excess of current assets.

                           As a result of the  reverse  acquisition  between PCG
                           and FTI,  the fiscal year end of PCG,  the  operating
                           company,  was  changed  from  December 31 to June 30,
                           2001.  This change in fiscal  year-end  affected  the
                           results of operations  because of the cyclical nature
                           of PCG's revenues. In general, the Company's revenues
                           are  generated  at  times  conducive  to  its  retail
                           customer's  abilities  to allocate  time to implement
                           new systems, or make upgrades to current systems.

                           Additionally, as current and potential customers have
                           anticipated  the  general  release  of the  Company's
                           major revisions of its Action  Manager,  Fresh Market
                           Manager,  and  4x  operating  platform,  new  license
                           purchases  have declined.  The associated  consulting
                           revenues  related to new license  installations  have
                           also   decreased.   Subsequent   to  June  30,  2001,
                           communications   with   and   commitments   from  the
                           Company's current  customers and potential  customers
                           indicate sales of the revised  products will increase
                           significantly.

                           The Company  believes  that cash flow from  increased
                           sales,  as well as the ability and  commitment of its
                           majority  shareholder to contribute  funds  necessary
                           for the Company to  continue  to operate,  will allow
                           the Company to fund its currently anticipated working
                           capital,   capital   spending,   and   debt   service
                           requirements  during the  fiscal  year ended June 30,
                           2002.  The  financial  statements  do not reflect any
                           adjustments should the Company's  anticipated changes
                           in the operations not be achieved.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Summary of            Reclassifications
     Significant           Certain  reclassifications  have  been  made  to  the
     Accounting            December 31, 2000 and 1999  financial  statements  to
     Policies              conform  to the June  30,  2001  financial  statement
     Continued             presentation.

2.   Receivables           Trade accounts receivable consist of the following:
<TABLE>
<CAPTION>

                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Trade accounts receivable          $   580,175        $   432,895
                           Allowance for doubtful accounts        (46,000)          (160,758)
                                                              ------------------------------
                                                              $   534,175        $   272,137
                                                              ==============================

3.   Property and          Property  and  equipment  are  stated at cost and are
     Equipment             summarized by major classifications as follows:
<CAPTION>

                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Computer equipment                 $ 1,198,230        $   868,586
                           Furniture and equipment                172,486            172,486
                           Equipment under capital leases          23,258            171,304
                           Leasehold improvements                  85,795             85,795
                                                              ------------------------------

                                                                1,479,769          1,298,171

                           Less accumulated depreciation
                            and amortization                   (1,259,841)        (1,120,674)
                                                              ------------------------------
                                                              $   219,928        $   177,497
                                                              ==============================

                           Depreciation and amortization expense for the periods
                           ended June 30,  2001,  December 31, 2000 and 1999 was
                           $74,080, $183,437 and $255,920, respectively.
</TABLE>
--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

4.   Intangible            Intangible asset consists of the following:
     Asset
<TABLE>
<CAPTION>

                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Capitalized software costs         $   654,957        $         -
                           Less accumulated amortization                -                  -
                                                              ------------------------------
                                                              $   654,957        $         -
                                                              ==============================

5.   Accrued               Accrued liabilities consist of the following:
     Liabilities
<CAPTION>
                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Accrued vacation                   $   149,757        $   148,475
                           Other payroll liabilities              105,639             50,281
                           Other accrued liabilities              139,593            183,024
                                                              ------------------------------

                                                              $   394,989        $   381,780
                                                              ==============================

6.   Notes                 The  Company  has  the  following   short-term  notes
     Payable               payable at:
<CAPTION>
                                                                   June 30,        December 31,
                                                                     2001             2000
                                                                 ------------------------------
<S>                                                               <C>              <C>
                           Note payable to a partnering
                           company with an interest rate of
                           5.51%, due in May 2000 (in
                           default) and unsecured (see note 20)   $ 250,000        $   250,000

                           Line of credit payable to a bank
                           with an interest rate of the
                           bank's prime lending rate of 7%,
                           total available of $250,000, due
                           in March 2002 and secured by the
                           Company's cash, securities,
                           financial assets and other
                           investment property                      250,000                  -

                           Line-of-credit payable to a bank
                           at an interest rate of 8% (the
                           bank's prime lending rate plus
                           1%), total available of $500,000,
                           due November 2001, and secured by
                           a personal guarantee of the
                           Company's major shareholder              105,000            150,000
                                                                  -----------------------------

                                                                  $ 605,000        $   400,000
                                                                  =============================
</TABLE>
--------------------------------------------------------------------------------
                                                                            F-17
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

6.   Notes                 Financial statement presentation is as follows:
     Payable
     Continued
<TABLE>
<CAPTION>
                                                                   June 30,        December 31,
                                                                     2001             2000
                                                                 ------------------------------
<S>                                                              <C>               <C>
                           Line of credit                        $  355,000        $   150,000
                           Note payable                             250,000            250,000
                                                                 ------------------------------

                                                                 $  605,000        $   400,000
                                                                 ==============================

7.   Related Party         The Company  had the  following  related  party notes
     Notes                 payable:
     Payable
<CAPTION>
                                                                   June 30,        December 31,
                                                                     2001             2000
                                                                 ------------------------------
<S>                                                              <C>               <C>
                           Notes payable to a stockholder at
                           an interest rate of 10% due in
                           December 2002 and unsecured           $3,260,714        $ 2,150,000
                                                                 ==============================

8.   Long-Term             The Company has the following notes payable at:
     Debt

<CAPTION>

                                                                   June 30,        December 31,
                                                                     2001             2000
                                                                 ------------------------------
<S>                                                              <C>               <C>
                           Note payable to a former owner at
                           an interest rate of 10%, due
                           through December 2002 and secured
                           by Company stock, a condominium
                           owned by an officer and major
                           shareholder of the Company, and
                           guarantees by Riverview (former
                           parent and beneficially owned by
                           the Company's major stockholder)
                           and an officer and the major
                           shareholder of the Company            $2,750,000        $         -

                           Capital leases (note 13)                   9,599             39,935
                                                                 ------------------------------

                                                                  2,759,599             39,935

                           Less current portion                  (1,505,594)           (33,293)
                                                                 ------------------------------
                                                                 $1,254,005        $     6,642
                                                                 ==============================
</TABLE>
--------------------------------------------------------------------------------
                                                                            F-18
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

8.   Long-Term             Maturities of long-term  debt at June 30, 2001 are as
     Debt                  follows:
     Continued
                                    Year                         Amount
                                    ----                     --------------
                                    2002                      $  1,505,594
                                    2003                         1,254,005
                                                              -------------
                                                              $  2,759,599
                                                              ============

9.   Deferred              Deferred revenue consisted of the following as of:
     Revenue
<TABLE>
<CAPTION>
                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Software licenses                  $     837,900      $   478,000
                           Maintenance and support                  667,842          743,573
                           Consulting and other                      30,000           73,200
                                                              ------------------------------
                                                              $   1,535,742      $ 1,294,773
                                                              ==============================
</TABLE>

                           Periodically  the Company  enters  into  arrangements
                           with  customers that involve  significant  additional
                           development and enhancements to the existing software
                           that    will    meet   the    customers    individual
                           specifications.  These  types of  revenue  have  been
                           separately  classified in the  financial  statements.
                           With  respect to this type of  activity,  the Company
                           entered  into  an  agreement  in 1997  with a  retail
                           grocery   customer  with   approximately   140  store
                           locations.  The contract  provided for extensive core
                           development,  customization,  product  tailoring  and
                           implementation.   The   customer   was  to  create  a
                           laboratory  environment  and the end result had to be
                           operational  at the  store  level.  The  terms of the
                           agreement provided for payment of the following:

                           License fees                        $    762,000
                           Product enhancements                     300,000
                           Customizations                           250,000
                           Tailoring and implementation             250,000
                                                               ------------
                                                               $  1,562,000
                                                               ============

                           The Company  received  the  $1,562,000  in 1997.  The
                           software was substantially developed and completed in
                           2000.

--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

10.  Income Taxes          The Company  provides  for  deferred  income taxes on
                           temporary  differences which represent tax effects of
                           transactions  reported  for tax  purposes  in periods
                           different than for book purposes.

                           The  provisions  for  income  taxes  differ  from the
                           amount computed at statutory rates as follows:
<TABLE>
<CAPTION>
                                                                                     Period Ended
                                                                  --------------------------------------------
                                                                                         December 31,
                                                                     June 30,     ----------------------------
                                                                      2001             2000            1999
                                                                  --------------------------------------------
<S>                                                               <C>             <C>             <C>
                           Income tax benefit (provision) at
                             statutory rates                      $    284,000    $   (931,000)   $   (254,000)
                           Change in valuation allowance              (274,000)              -               -
                           Other                                       (10,000)        (60,935)        (70,699)
                                                                  --------------------------------------------

                                                                  $          -    $   (991,935)   $   (324,699)
                                                                  ============================================
<CAPTION>

                                                                                     Period Ended
                                                                  --------------------------------------------
                                                                                         December 31,
                                                                     June 30,     ----------------------------
                                                                      2001             2000            1999
                                                                  --------------------------------------------
<S>                                                               <C>             <C>             <C>
                           Current income tax expense             $          -    $     51,935    $     14,699
                           Deferred income tax expense                       -         940,000         310,000
                                                                  --------------------------------------------
                                                                  $          -    $    991,935    $    324,699
                                                                  ============================================

                           The deferred  income tax benefit  (liability) for the
                           periods  ended June 30, 2001 and December 31, 2000 is
                           as follows:
<CAPTION>
                                                                June 30,        December 31,
                                                                  2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Short-term:
                             Allowance for bad debts          $    63,000        $   63,000
                             Accrued vacation                      58,000            58,000
                             Other                                  5,000            (1,000)
                                                              -----------------------------
                             Deferred tax asset               $   126,000        $  120,000
                                                              =============================
</TABLE>
--------------------------------------------------------------------------------
                                                                            F-20
<PAGE>
<TABLE>
<CAPTION>
                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------
10.  Income Taxes                                               June 30,        December 31,
     Continued                                                    2001               2000
                                                              ------------------------------
<S>                                                           <C>                <C>
                           Long-term:
                             Depreciation                     $    43,000        $    44,000
                             Net operating loss
                              carryforward                      3,909,000          3,640,000
                             Valuation allowance               (2,678,000)        (2,404,000)
                                                              ------------------------------
                             Deferred tax asset               $ 1,274,000        $ 1,280,000
                                                              ==============================
</TABLE>

                           As of June 30, 2001,  the Company had  available  net
                           operating  losses  (NOL)  for  federal  and state tax
                           purposes  of  approximately   $10,024,000.   The  NOL
                           carryforward is limited to use against future taxable
                           income due to changes in ownership and control.  If a
                           substantial change in the Company's  ownership should
                           occur,  there  would be an annual  limitation  of the
                           amount  of  the  NOL  carryforward   which  could  be
                           utilized.  The following schedule  summarizes the net
                           operating  losses  available  to the Company with the
                           corresponding expiration periods:

                           Period of Loss        Amount         Expiration Year
                           --------------        ------         ---------------
                                1992           $ 1,505,000            2007
                                1995               920,000            2010
                                1997             5,825,000            2012
                                1998             1,082,000            2013
                                2001               692,000            2021
                                               -----------
                                               $10,024,000
                                               ===========

11.  Supplemental          Interest paid during the periods ended June 30, 2001,
     Disclosure of         December 31, 2000 and 1999 was $238,373,  $94,784 and
     Cash Flow             $25,063, respectively.
     Information
                           Income  taxes paid during the periods  ended June 30,
                           2001,  December 31, 2000 and 1999 was $0,  $1,731 and
                           $2,323, respectively.

--------------------------------------------------------------------------------
                                                                            F-21
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

11.  Supplemental          Non-Cash Transactions
     Disclosure of
     Cash Flow             2001
     Information           During the period  ended June 30,  2001,  the Company
     Continued             acquired the assets and  liabilities of FMM (note 1),
                           a  company  owned  by  a   shareholder   and  another
                           individual  for  debt.   The  net  assets   purchased
                           consisted of the following:

                             Accounts receivable                 $      308,449
                             Prepaid expenses                               954
                             Property and equipment                     100,215
                             Line of credit                            (250,000)
                             Accounts payable                          (713,401)
                             Accrued liabilities                        (32,184)
                             Deferred revenue                           (70,000)
                             Debt                                    (3,478,799)
                                                                 --------------

                             Net liabilities acquired                (4,134,766)

                             Amount of refinanced debt                3,860,714
                             Gain on refinancing of debt                278,295
                                                                 --------------

                             Net cash received in acquisition    $        4,243
                                                                 ==============

                           During the period  ended June 30,  2001,  the Company
                           acquired  assets  and  liabilities  of a company in a
                           reverse   acquisition  for  stock.   The  net  assets
                           purchased consisted of the following:

                             Accounts receivable                 $      350,000
                             Subscriptions receivable                   206,800
                             Accounts payable                           (87,411)
                                                                 --------------

                                                                        469,389
                           Net assets purchased                        (294,392)
                                                                 --------------

                           Net cash received in acquisition      $      174,997
                                                                 ==============

                           Subsequent  to June 30,  2001,  the Company  received
                           $206,800  in relation  to  subscription  receivables.
                           Accordingly,  this amount has been  reclassified from
                           equity to current assets.

                           During the period  ended June 30,  2001,  the Company
                           issued  stock as  payment  of debt in the  amount  of
                           $134,118.

                           2000
                           In 2000,  the Company  entered  into a capital  lease
                           obligation  for the  acquisition  of equipment with a
                           cost of $16,350.

--------------------------------------------------------------------------------
                                                                            F-22
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

11.  Supplemental          1999
     Disclosure of         In 1999,  long-term  debt to a bank in the  amount of
     Cash Flow             $1,675,000  was  assumed  by the  parent  company  in
     Information           exchange for an equivalent note payable to the parent
     Continued             corporation.

                           In 1999,  the Company sold  equipment  with a cost of
                           $68,000 to a related  party.  The related  party paid
                           cash of $50,000 and assumed the  remaining  liability
                           on the equipment in the amount of $18,000.

                           In 1999, several capital leases were renegotiated and
                           combined  into a new lease  obligation  for  $186,000
                           which, also, included additional  equipment purchased
                           with a cost of $29,128.

12.  Commitments           Capital Leases
     and                   As of June 30,  2001,  the Company  leases  equipment
     Contingencies         with an original  cost of $25,985  under the terms of
                           several  capital  lease  arrangements.   The  monthly
                           payments  total $813  including  imputed  interest of
                           8.62%.  The leases mature  between  November 2001 and
                           February 2003.

                           The  following is a schedule of future  minimum lease
                           payments:
<TABLE>
<CAPTION>
                                                                     June 30,         December 31,
                           Period Ending                               2001              2000
                                                                  ---------------------------------
                           <S>                                    <C>                 <C>
                              2001                                $          -        $   35,686
                              2002                                       7,209             6,654
                              2003                                       3,840               554
                                                                  --------------------------------
                                Total minimum lease payments            11,049            42,894

                           Less: amount representing interest           (1,450)           (2,959)
                                                                  --------------------------------

                                Present value of net minimum
                                  lease payments                         9,599            39,935

                           Less: current portion                        (5,594)          (33,293)
                                                                  --------------------------------

                                Capital lease obligation, net
                                  of current portion              $      4,005        $    6,642
                                                                  ================================
</TABLE>
--------------------------------------------------------------------------------
                                                                            F-23
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

12.  Commitments           Asserted Claims
     and                   On October 1, 2001 and  October 2, 2001,  we received
     Contingencies         "demand  letters" from two  shareholders  threatening
     Continued             litigation  unless  their  prior  investments  in our
                           stock are rescinded.

                           The first demand letter was issued on October 1, 2001
                           by The Yankee Companies,  Inc.  ("Yankee Group"),  an
                           "investor  relations"  firm.  The  Yankee  Group  has
                           threatened to initiate  "derivative  and class action
                           lawsuits,  as well as other  judicial and  regulatory
                           actions"  if we  refuse  to  seek  rescission  of our
                           acquisition of Park City Group,  Inc., and the entire
                           private    placement    related   thereto   (totaling
                           approximately $2,040,000 consisting of cash collected
                           and  subscriptions  receivable.  The Yankee Group has
                           asserted  that Park City Group,  Inc.,  made material
                           misrepresentations    and    omissions    to   Fields
                           Technologies,   Inc.  (then   operating  as  AmeriNet
                           Group.com,  Inc.) in connection with that acquisition
                           and related private placement.

                           The second  "demand  letter" was issued on October 2,
                           2001  by  shareholder,   Debra  Elenson  ("Elenson").
                           Elenson  alleges  that she  purchased  750,000 of the
                           Company's common stock for a total of $127,500, based
                           on  material  misrepresentations  concerning  the our
                           financial position.

                           Both the Yankee Group,  and Elenson,  have  primarily
                           alleged various deficiencies in our audited financial
                           statements  for the year ended  December 31, 2000, as
                           well  as  in  our  unaudited,   pro-forma   financial
                           statements  for the  period  ended  March  31,  2001.
                           Presently,  we  are  investigating  this  matter.  We
                           believe that the allegations made by the Yankee Group
                           and   Elenson  are   meritless,   and  we  intend  to
                           vigorously   defend  any  lawsuit  brought  by  these
                           parties.  We also  believe  that we have  appropriate
                           defenses  and  counter-claims  to raise  against  the
                           Yankee Group, and their  affiliates,  based on fraud,
                           unjust  enrichment,   breach  of  contract,  tortuous
                           interference,  as well as other  legal and  equitable
                           claims.

                           However,  because  no  lawsuits  have  actually  been
                           initiated by either of these  parties,  we are unable
                           to  reasonably  predict the  ultimate  resolution  of
                           these claims or our liability,  if any, in connection
                           therewith.   Should  a  derivative  or  class  action
                           lawsuit  be  filed  against  us by the  Yankee  Group
                           and/or Elenson,  we would have to expend  substantial
                           resources to defend such actions,  which could have a
                           materially  adverse  affect  on  our  operations  and
                           financial condition.  In addition, if we were to lose
                           such a lawsuit,  and if we were  required  to rescind
                           the Park City  Group,  Inc.,  acquisition  and/or the
                           related  private  placement,  the  impact  of such an
                           outcome could also have a materially  negative impact
                           on our operations and financial condition.

--------------------------------------------------------------------------------
                                                                            F-24
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

12.  Commitments           Capital Leases - Continued
     and                   Amortization expense related to capitalized leases is
     Contingencies         included in depreciation  expense and was $0, $56,647
     Continued             and $51,651  for the periods  ended June 30, 2001 and
                           December 31, 2000 and 1999, respectively. Accumulated
                           amortization  was $7,721 and  $109,076 as of June 30,
                           2001 and December 31, 2000, respectively.

                           Performance Shares of Common Stock
                           Pursuant to the reverse  acquisition  agreement,  the
                           Company  has  reserved  Performance  Shares of common
                           stock for potential  future issuance to the Company's
                           shareholders   equal  to  35%  of  the  common  stock
                           outstanding as of the date the Performance shares are
                           earned.  Based on outstanding  shares of common stock
                           of  149,276,564  at  June  30,  2001,   approximately
                           52,250,000  Performance  Shares of common stock could
                           be issued.  The  Performance  Shares are  issuable in
                           annual installments as follows:

                              o     For the twelve  months  ended  December  31,
                                    2001,  an  amount  equal  to one half of the
                                    total Performance  Shares if the Company has
                                    earned net income  before income taxes of at
                                    least $3,000,000.

                              o     For the twelve  months  ended  December  31,
                                    2002,  an  amount  equal  to one half of the
                                    total Performance  Shares if the Company has
                                    earned net income  before income taxes of at
                                    least $4,200,000.

                              o     If net income  before  income  taxes is less
                                    than 33% of the  required  threshold  during
                                    the period, then the Performance Shares will
                                    be forfeited.

                              o     If net income before income taxes is between
                                    33% and 80% of the required threshold during
                                    the period,  then the Performance Shares for
                                    the period and the required  threshold  will
                                    be carried over to the next year, increasing
                                    both  the   aggregate   threshold   and  the
                                    aggregate shares attainable for the period.

--------------------------------------------------------------------------------
                                                                            F-25
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

12.  Commitments              o     If net income before income taxes is between
     and                            80%  and  100%  of  the  required  threshold
     Contingencies                  during  the  period,  then  the  Performance
     Continued                      Shares for the period will be  prorated  and
                                    the  remaining  Performance  Shares  for the
                                    period  will be  carried  over  to the  next
                                    year,   increasing   the  aggregate   shares
                                    attainable for the period.

                              o     In the event of a carry  forward  into 2003,
                                    the    required    threshold    will   equal
                                    $4,200,000.  There will be no carry forwards
                                    beyond 2003.

                           Operating Leases
                           In September  1998, the Company  entered into a lease
                           agreement  for office  space.  Under the terms of the
                           lease  agreement,  the  Company  was  required to pay
                           $16,723  per month with a 4% annual  increase  in the
                           base rent through  December 2000. The lease agreement
                           was renewed in February  2001, and under the terms of
                           the new  agreement,  the Company must pay $18,482 per
                           month  with a 4% annual  increase  in base rent until
                           December  31,  2003.  Total rent  expense  under this
                           agreement  for the  period  ended  June 30,  2001 was
                           $112,069.  Total rent expense  under this  agreement,
                           net of  reimbursed  rent expense of $51,000 which was
                           paid by a related party for shared office space,  was
                           $166,306  for  2000.  Total  rent  expense,   net  of
                           reimbursed  rent expense of $34,000 paid by a related
                           party, was $157,715 for 1999.

                           The  Company  incurred   equipment  rent  expense  of
                           $7,934,  $2,240 and $2,240 in the periods  ended June
                           30, 2001, December 31, 2000 and 1999, respectively.

                           Future  minimum  lease  payments for office space and
                           equipment subsequent to June 30, 2001 are as follows:

                                         Year                     Amount

                                         2002                   $  240,255
                                         2003                      237,127
                                         2004                      120,763
                                                                ----------
                                         Total                  $  598,145
                                                                ==========

--------------------------------------------------------------------------------
                                                                            F-26
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

13.  Employee              The  Company  offers an employee  benefit  plan under
     Benefit Plan          Section   401(k)  of  the  Internal   Revenue   Code.
                           Employees  who have  attained  the age of 21 and have
                           completed  twelve  months of service with the Company
                           are eligible to participate.  The Company matches 50%
                           of the first 4% of each employee's contributions. The
                           expense  related  to the plan for the  periods  ended
                           June  30,  2001,  December  31,  2000  and  1999  was
                           $28,257, $38,907 and $42,194, respectively.

14.  Stock                 Employee Stock Compensation
     Compensation          In  October  2000,   the  Company   entered  into  an
     Plans                 incentive stock option plan  indenture.  Officers and
                           employees of the Company are eligible to  participate
                           in the plan. Eligibility for participation expires on
                           the   ninetieth   day   following   the  end  of  the
                           participants   association  with  the  Company.   The
                           maximum  aggregate  number  of  shares  that  may  be
                           optioned   and   sold  is   200,000.   The   plan  is
                           administered  by a Committee.  The exercise price for
                           each  share of  common  stock  purchasable  under any
                           incentive  stock option granted under this plan shall
                           be not less than 100% of the fair market value of the
                           common stock,  as determined by the stock exchange on
                           which the common  stock  trades on the date of grant.
                           If  the  incentive  stock  option  is  granted  to  a
                           shareholder  who  possesses  more  than  10%  of  the
                           Company's voting power, then the exercise price shall
                           be not less than 110% of the fair market value on the
                           date of grant.  All incentive  stock  options  expire
                           after 10 years. If the incentive stock option is held
                           by a shareholder  who possesses  more than 10% of the
                           Company's  voting  power,  then the  incentive  stock
                           option expires after five years. If the option holder
                           is  terminated,  then  the  incentive  stock  options
                           granted  to such  holder  expire no later  than three
                           months  after the date of  termination.  The  reverse
                           acquisition  transacted  in June 2001  qualifies as a
                           termination  for all option  holders under this plan.
                           For option holders  granted  incentive  stock options
                           exercisable  for the first time  during any  calendar
                           year and in excess  of  $100,000  (determined  by the
                           fair market value of the shares of common stock as of
                           the grant  date),  the excess  shares of common stock
                           shall  not be  deemed  to be  purchased  pursuant  to
                           incentive stock options.

--------------------------------------------------------------------------------
                                                                            F-27
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

14.  Stock                 Officers and Directors Stock Compensation
     Compensation          In  January  2001,   the  Company   entered  into  an
     Plans                 Officer's  and  Director's  Option  Plan.  This  plan
     Continued             authorizes the grant of  non-qualified  stock options
                           and incentive  stock options.  Officers and directors
                           of  the   Company   who   are  not   provided   other
                           compensation  by the  Company and who are not serving
                           as  designees  of  other   persons  are  eligible  to
                           participate in the plan.  Only those who are Officers
                           and Directors  who are also  employees may be awarded
                           incentive stock options. The maximum aggregate number
                           of shares that may be optioned and sold is 1,000,000.
                           The plan is administered  by a Committee.  Members of
                           the Company's Board of Directors  during the calendar
                           year starting on January 1, 2001 who are not provided
                           other  compensation  by the  Company  and who are not
                           serving  as  designees  of  other  persons  shall  be
                           compensated for their services during the period from
                           January 1, 2001 as follows:  (i) For basic service as
                           a Director,  each Director shall be granted an option
                           to  purchase  15,000  shares  of  common  stock at an
                           exercise price based on the last reported transaction
                           price reported on the OTC Bulleting Board on December
                           22, 2000.  These options will vest at a rate of 1,000
                           per  month,  with all  unvested  options  vesting  on
                           December  31,  2001.  (ii) For service on a permanent
                           committee,   the  option  will  be  increased  by  an
                           additional  10,000 shares that will vest at a rate of
                           800 per month,  with all unvested  options vesting on
                           December 31, 2001.  (iii) For service as the chair of
                           a permanent  committee,  the option will be increased
                           by an  additional  5,000  shares  that will vest at a
                           rate of 400  shares  per  month,  with  all  unvested
                           options  vesting on December 31, 2001.  The Committee
                           shall  establish  the exercise  price at the time any
                           option is granted.  However,  the exercise  price for
                           each  share of  common  stock  purchasable  under any
                           incentive  stock option granted under this plan shall
                           be not less than 100% of the fair market value of the
                           common stock,  as determined by the stock exchange on
                           which the common  stock  trades on the date of grant.
                           If  the  incentive  stock  option  is  granted  to  a
                           shareholder  who  possesses  more  than  10%  of  the
                           Company's voting power, then the exercise price shall
                           be not less than 110% of the fair market value on the
                           date of grant.  All incentive  stock  options  expire
                           after 10 years. If the incentive stock option is held
                           by a shareholder  who possesses  more than 10% of the
                           Company's  voting  power,  then the  incentive  stock
                           option expires after five years. If the option holder
                           is  terminated,  then  the  incentive  stock  options
                           granted  to such  holder  expire no later  than three
                           months  after the date of  termination.  The  reverse
                           acquisition  transacted  in June 2001  qualifies as a
                           termination for all option holders under this plan.

--------------------------------------------------------------------------------
                                                                            F-28
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

14.  Stock                 For options holders  granted  incentive stock options
     Compensation          exercisable  for the first time  during any  calendar
     Plans                 year and in excess  of  $100,000  (determined  by the
     Continued             fair market value of the shares of common stock as of
                           the grant  date),  the excess  shares of common stock
                           shall  not be  deemed  to be  purchased  pursuant  to
                           incentive stock options.

                           Officers,  Key Employees,  Consultants  and Directors
                           Stock  Compensation
                           In  January   2000,   the  Company   entered  into  a
                           non-qualified  stock option & stock  incentive  plan.
                           Officers, key employees, consultants and directors of
                           the Company are eligible to participate.  The maximum
                           aggregate number of shares which may be granted under
                           this   plan   was   originally   1,000,000   and  was
                           subsequently  amended to  2,000,000 on March 8, 2000.
                           The plan is administered by a Committee. The exercise
                           price  for each  share of  common  stock  purchasable
                           under any incentive  stock option  granted under this
                           plan  shall be not less than 100% of the fair  market
                           value of the common stock, as determined by the stock
                           exchange on which the common stock trades on the date
                           of grant. If the incentive stock option is granted to
                           a  shareholder  who  possesses  more  than 10% of the
                           Company's voting power, then the exercise price shall
                           be not less than 110% of the fair market value on the
                           date of grant.  Each option shall be  exercisable  in
                           whole  or  in   installments  as  determined  by  the
                           Committee  at the time of the grant of such  options.
                           All incentive stock options expire after 10 years. If
                           the  incentive  stock option is held by a shareholder
                           who possesses  more than 10% of the Company's  voting
                           power,  then the incentive stock option expires after
                           five years. If the option holder is terminated,  then
                           the incentive  stock  options  granted to such holder
                           expire no later than three  months  after the date of
                           termination.  For options holders  granted  incentive
                           stock options  exercisable  for the first time during
                           any fiscal year and in excess of $100,000 (determined
                           by the fair  market  value of the  shares  of  common
                           stock as of the grant  date),  the  excess  shares of
                           common  stock  shall not be  deemed  to be  purchased
                           pursuant to incentive stock options.

--------------------------------------------------------------------------------
                                                                            F-29
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

14.  Stock                 A schedule of the  options  and  warrants at June 30,
     Compensation          2001 is as follows:
     Plans
     Continued
<TABLE>
<CAPTION>
                                                              Number of
                                                     -----------------------------       Price per
                                                        Options        Warrants             Share
                                                     --------------------------------------------------
                           <S>                       <C>              <C>              <C>
                           Outstanding at:
                             January 1, 1999           1,492,997              -        $  0.04 - 0.95
                             Granted                           -              -                     -
                             Exercised                    (9,722)             -                  0.04
                             Expired                     (85,200)             -                  0.94
                                                     --------------------------------------------------

                           Outstanding at:
                             December 31, 1999         1,398,075              -           0.04 - 0.95
                             Granted                           -              -                     -
                             Exercised                         -              -                     -
                             Expired                    (141,250)             -                  0.95
                                                     --------------------------------------------------

                           Outstanding at:
                             December 31, 2000         1,256,825              -           0.04 - 0.95
                             Assumed in
                              reverse acquisition        297,800        713,273           0.27 - 1.44
                             Exercised                         -              -                     -
                             Canceled                 (1,256,825)             -           0.04 - 0.95
                                                     --------------------------------------------------

                           Outstanding at:
                             June 30, 2001               297,800        713,273        $  0.27 - 1.44
                                                     ==================================================
</TABLE>
                           Warrants
                           Prior to the reverse  acquisition  FTI issued 713,273
                           warrants.  Of the  warrants,  315,000  were issued to
                           officers of the Company as a condition of employment,
                           and 398,273 were issued to individuals in relation to
                           certain transactions prior to the reverse acquisition
                           and in relation to the reverse acquisition.

--------------------------------------------------------------------------------
                                                                            F-30
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

15.  Stock-Based           The  Financial   Accounting  Standards  Board  issued
     Compensation          Statement of Financial  Accounting Standards No. 123,
                           "Accounting for Stock-Based  Compensation"  (FAS 123)
                           which established  financial accounting and reporting
                           standards  for  stock-based  compensation.   The  new
                           standard  defines a fair value  method of  accounting
                           for  an  employee  stock  option  or  similar  equity
                           instrument.  This statement gives entities the choice
                           between  adopting the fair value method or continuing
                           to use the  intrinsic  value method under  Accounting
                           Principles  Board (APB)  Opinion No. 25 with footnote
                           disclosures  of the pro  forma  effects  if the  fair
                           value method had been adopted.  The Company has opted
                           for the latter approach. All options outstanding were
                           assumed  as  a  result  of  the  reverse  acquisition
                           transaction. The Company did not issue options during
                           the   period    after   the   reverse    acquisition.
                           Accordingly,   no   compensation   expense  has  been
                           recognized for the stock option plans.

                           The  following  table  summarizes  information  about
                           fixed stock options and warrants  outstanding at June
                           30, 2001:
<TABLE>
<CAPTION>
                                               Options and Warrants Outstanding         Options Exercisable
                                          ----------------------------------------------------------------------
                                                            Weighted
                                                            Average        Weighted                    Weighted
                             Range of         Number       Remaining       Average       Number         Average
                             Exercise       Outstanding   Contractual      Exercise   Exercisable      Exercise
                              Prices        at 6/30/01    Life (Years)      Price      at 6/30/01        Price
                           -------------------------------------------------------------------------------------
                           <S>               <C>            <C>           <C>         <C>              <C>
                           $0.27 - 1.44      1,011,073        2.34          $ 0.85      1,011,073        $ 0.85
                           ======================================================================================
</TABLE>

16.  Related Party         Fresh Market  Manager,  LLC (Formerly Known as Cooper
     Transactions          Fields,   LLC)  In  May  1999,  PCG   transferred  to
                           Riverview  Financial  Corporation   (Riverview)  (its
                           majority  shareholder)  all of its rights,  title and
                           interest in a certain  application  software  program
                           known  and   marketed  as  "Fresh   Market   Manager"
                           including  all  related  documentation,   copyrights,
                           patents,  intellectual  property and other materials.
                           The  agreement  specifically  excluded  all of  PCG's
                           other software  programs and  applications.  PCG also
                           retained  the  rights to the "Fresh  Market  Manager"
                           software   solely    necessary   to   perform   PCG's
                           obligations  relating to the development and software
                           enhancement  contract  that  PCG  had  with a  retail
                           customer (see note 10).

--------------------------------------------------------------------------------
                                                                            F-31
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

16.  Related Party         Fresh Market  Manager,  LLC (Formerly Known as Cooper
     Transactions          Fields, LLC) - Continued
     Continued             The chief  executive  of  Riverview,  who is also the
                           chief  executive  of PCG  then  assigned  the  "Fresh
                           Market Manager" software to Cooper Fields,  LLC (CF),
                           a Utah  limited  liability  company  which  had  been
                           formed  in April  1999 with the  chief  executive  as
                           managing   member.   CF  acquired  the   intellectual
                           property  rights for  $4,750,000 by a cash payment of
                           $2,750,000  to  Riverview  and  execution  of a  note
                           payable in the amount of $2,000,000.

                           As  part  of the CF  organizational  and  operational
                           documents, the members agreed to an "Overhead Sharing
                           and Referral  Agreement"  whereby CF would pay to PCG
                           its allocable  share of direct costs and expense.  CF
                           was to pay PCG the allocated  cost in twelve  monthly
                           payments for one year with annual renewal terms.  The
                           amount was to cover the shared  costs of  facilities,
                           personnel  and  operating  costs.  PCG  recorded  the
                           reimbursed  costs as a reduction to operating  costs.
                           Accordingly,  shared cost reimbursements were $99,342
                           for the period from  January 1, 2001 to April 5, 2001
                           (Date of Acquisition),  $620,232 in 2000 and $413,488
                           in 1999.  The agreement  also provided for a referral
                           fee to be paid to either company for the introduction
                           of prospective customers. PCG received $82,326 in the
                           year 2000 for a customer referral.

                           As of December  31,  2000,  PCG had a  receivable  of
                           $492,837  which was  comprised  of  $371,355  for the
                           overhead  sharing costs,  $26,350 for interest on the
                           unpaid   amount   and   $95,152,   net,   for  shared
                           development costs. As of December 31, 1999, PCG had a
                           receivable  of $76,594 which was comprised of $78,613
                           for the overhead  sharing costs,  $3,145 for interest
                           on the unpaid  amount  and an offset of $5,164,  net,
                           for shared development costs.

                           Riverview   Financial   Corporation   (Former  Parent
                           Company of PCG) PCG has a note payable with Riverview
                           (see  note  7).  PCG,  also,  has a  receivable  from
                           Riverview  for certain  expenses paid by PCG in 2000.
                           The  balance  due PCG was  $36,632  and $19,411 as of
                           June 30, 2001 and December 31, 2000, respectively.

                           Note  Payable PCG has a note payable in the amount of
                           $2,750,000 at June 30, 2001 (see note 8).

--------------------------------------------------------------------------------
                                                                            F-32
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

16.  Related Party         Chief Executive Officer
     Transactions          The Company has a receivable from its chief executive
     Continued             officer for certain non-business expenses paid by the
                           Company.  The balance  due the  Company was  $48,990,
                           $46,396 and $10,836 as of June 30, 2001, December 31,
                           2000 and 1999, respectively.

17.  Fresh  Market         On April 5, 2001, PCG, Riverview,  and the members of
     Manager,  LLC         FMM,  entered into an  agreement  whereby the Company
     Acquisition           acquired the member  interests  in CF for  $3,750,000
                           (see note 1).

                           The  agreement   contains  numerous  covenants  which
                           provide    certain    limitations   on   compensation
                           increases,  dividends,  related  party  transactions,
                           borrowings and the creation of liens.

                           PCG's Chief  Executive,  who was the other  member of
                           CF,  assigned his interest to the Company which makes
                           the  Company  the  sole  owner  of FMM.  PCG's  Chief
                           Executive was elected as the sole manager of FMM.

18.  AmeriNet              PCG  entered  into a  reorganization  agreement  with
     Group.com,            AmeriNet Group.com, Inc. (AmeriNet) on June 13, 2001.
     Inc. Merger           AmeriNet had  previously  reported its  operations to
     Transaction           March 31,  2001 on form 10QSB.  AmeriNet  had several
                           transactions  subsequent  to March 31, 2001 and prior
                           to the  reverse  acquisition  with Park  City  Group.
                           AmeriNet   had  sold  off  or  closed  all   AmeriNet
                           operations,  assets  and  liabilities  prior  to  the
                           reverse acquisition with Park City Group.

19.  Subsequent            Subsequent to June 30, 2001, the Company's default on
     Events                the $250,000  note  payable to a  partnering  company
                           (see note 6) entered litigation for collection by the
                           partnering company. Management anticipates paying the
                           principal  and  interest  due,  incurring  no further
                           damages.

--------------------------------------------------------------------------------
                                                                            F-33
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

20.  Recent                SFAS No, 140,  Accounting for Transfers and Servicing
     Accounting            of   Financial   Assets   and    Extinguishments   of
     Pronounce-            Liabilities,  was issued in September  2000. SFAS No.
     ments                 140 is a replacement  of SFAS No 125,  Accounting for
                           Transfers  and  Servicing  of  Financial  Assets  and
                           Extinguishments   of   Liabilities.   Most   of   the
                           Provisions  of SFAS No. 125 were  carried  forward to
                           SFAS No. 140 without reconsideration by the Financial
                           Accounting  Standard  Board  (FASB),  and  some  were
                           changed only in minor ways.  In issuing SFAS No. 140,
                           the FASB included  issues and decisions that had been
                           addressed   and   determined   since   the   original
                           publication   of  SFAS  No.  125.  SFAS  No.  140  is
                           effective  for   transfers   after  March  31,  2001.
                           Management  does not expect the  adoption of SFAS No.
                           140 to have a  significant  impact  on the  financial
                           position or results of operations of the Company.

--------------------------------------------------------------------------------
                                                                            F-34
<PAGE>

                                      FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

20.  Recent                In June  2001,  the  Financial  Accounting  Standards
     Accounting            Board  issued   Statement  of  Financial   Accounting
     Pronounce-            Standards  No. 141,  Business  Combinations,  and No.
     ments                 142,   Goodwill   and   Other   Intangible    Assets,
     Continued             collectively, the Statements. These Statements change
                           the  accounting for business  combinations,  goodwill
                           and intangible  assets.  Statement 141 eliminates the
                           pooling-of-interests   method   of   accounting   for
                           business  combinations except for qualifying business
                           combinations  that  were  initiated  prior to July 1,
                           2001.  Statement  141 also  changes  the  criteria to
                           recognize  intangible  assets  apart  from  goodwill.
                           Under  Statement 142,  goodwill and indefinite  lived
                           intangible  assets  are no longer  amortized  but are
                           reviewed annually for impairment,  or more frequently
                           if impairment indicators arise.  Separable intangible
                           assets  that have  finite  lives will  continue to be
                           amortized over their useful lives.  The  amortization
                           provisions  of  Statement  142 apply to goodwill  and
                           intangible  assets acquired after June 30, 2001. With
                           respect to goodwill and  intangible  assets  acquired
                           prior to July 1, 2001, the amortization provisions of
                           Statement   142  are   effective   upon  adoption  of
                           Statement 142.  Pre-existing goodwill and intangibles
                           will be amortized during the transition  period until
                           adoption.  Companies are required to adopt  Statement
                           142 in their fiscal year beginning after December 15,
                           2001.  Early adoption is permitted for companies with
                           fiscal  years  beginning  after March 15,  2001.  The
                           Company plans to adopt  Statement 142 effective  July
                           1, 2002.  Goodwill  will be tested for  impairment at
                           least  annually  using a two-step  process  that will
                           start with an estimation of the fair value. The first
                           step will screen for  potential  impairment,  and the
                           second step will measure the amount of impairment, if
                           any.  Management does not expect the adoption of SFAS
                           Nos. 141 and 142 to have a significant  impact on the
                           financial  position or results of  operations  of the
                           Company.

                           In June  2001,  the  Financial  Accounting  Standards
                           Board  issued   Statement  of  Financial   Accounting
                           Standards No. 143,  Accounting  for Asset  Retirement
                           Obligations.  This  Statement  requires that the fair
                           value  of  a  liability   for  an  asset   retirement
                           obligation be recognized in the period in which it is
                           incurred if a  reasonable  estimate of fair value can
                           be made. The associated  asset  retirement  costs are
                           capitalized  as part of the  carrying  amount  of the
                           long-lived  asset.  Management  does not  expect  the
                           adoption of SFAS No. 143 to have a significant impact
                           on the financial position or results of operations of
                           the Company.

--------------------------------------------------------------------------------
                                                                            F-35